Common use of Revolving Advances Clause in Contracts

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage of Amount and (ii) the Revolving Facility Usage does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 60the sum of (1) 65%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory consisting of sand and (2) 75%, subject to the provisions of this Section 2.1 (the “Fuel Inventory Advance Rate”), of the value of Eligible Inventory consisting of fuel products or (B) 85%, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) of Eligible Inventory consisting of sand or fuel products; plus (iii) up to 75%, subject to the provisions of this Section 2.1 (the “Sand Reserve Advance Rate” and together with the Receivables Sand Inventory Advance Rate, collectivelythe Fuel Inventory Advance Rate and the NOLV Advance Rate, the “Inventory Advance Rates;” the Inventory Advance Rates together with the Receivables Advance Rate being the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one timeSand Reserve Value; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and — (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement (including, including without limitation, Section 2.1(b)), each Revolving Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate principal amounts outstanding at any time equal to such Revolving Lender's Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or and the outstanding principal amount of the Swingline Loans and (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of Eligible North American Receivables (excluding Eligible Unbilled Progress Receivables, ); plus (ii) up to 35%, subject to the provisions of Section 2.1(b) hereof ("Unbilled Progress Receivables Rate"), of Eligible Unbilled Progress Receivables; plus (iii) up to the lesser of (A) 60the sum of (x) 50%, subject to the provisions of Section 2.1(c2.1(b) hereof ("Inventory Advance Rate"), of the value of Eligible North American Inventory (other than work-in-process Inventory) and (y) 35%, subject to the provisions of Section 2.1(b) hereof ("WIP Advance Rate"), of the value of Eligible North American Inventory consisting of work-in-process with respect to which an Eligible Billed Progress Receivable or Eligible Unbilled Progress Receivable has not arisen (the Receivables Advance Rate, the Unbilled Progress Receivables Rate, the WIP Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) 85%, subject to the provisions of Section 2.1(b) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible the Inventory (of Borrowers and Bucyrus Canada, as evidenced determined from time to time by an Inventory appraisal satisfactory appraisers acceptable to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of CreditAgent, minus (iv) the Availability Blockaggregate amount of outstanding Letters of Credit and Swingline Loans, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime or as required by the terms of this Agreement, including, without limitation, reserves in respect of amounts secured by any Liens which rank or are capable of ranking prior to or pari passu with Agent's security interests (or interests similar thereto under applicable law) against all or part of the Collateral, including without limitation a reservefor amounts owing for employee source deductions, established on the Closing Date goods and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stocktonservices taxes, Californiasales taxes, in form harmonized sales taxes, municipal taxes, workers' compensation, unemployment insurance, Quebec corporate taxes, pension fund obligations and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000overdue rents. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(a)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more secured promissory notes (as amended, modified, or amended and restated from time to time, individually and collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 6065%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory (“Inventory Advance Rate” consisting of sand and together with the Receivables Advance Rate, collectively, the “Advance Rates”), or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand; plus (iii) up to the aggregate Maximum Undrawn Amount Sand Reserve Advance Rate, subject to the provisions of all outstanding Letters of Creditthis Section 2.1, multiplied by the Sand Reserve Value; minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and — (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including Section without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the sum of (1) the aggregate outstanding Swingline Advances plus (2) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the Dollar Equivalent of the sum ofof the following: (i) up to 85%, subject to adjustment pursuant to the provisions of Section 2.1(b2.1(d) hereof (“Receivables Advance Rate”), of Eligible ReceivablesUS Receivables and Eligible Foreign Receivables (except that with respect to Eligible Foreign Receivables due Stream BV and Stream Service BV from Customers located outside of the European Union or the United States of America, the Receivables Advance Rate shall be up to 50%), plus (ii) up to the lesser of (A) 6085%, subject to adjustment pursuant to the provisions of Section 2.1(c2.1(d) hereofhereof (“Unbilled Receivables Advance Rate”), of the value of the Eligible Inventory Unbilled US Receivables and Eligible Unbilled Foreign Receivables (“Inventory except that with respect to Eligible Unbilled Foreign Receivables due Stream BV and Stream Service BV from Customers located outside of the European Union or the United States of America, the Unbilled Receivables Advance Rate” and together with Rate shall be up to 50%) (the Receivables Advance Rate, Rate and the Unbilled Receivables Advance Rate shall be referred to collectively, as the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Blockany Eligible Reserves, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”outstanding Swingline Advances. The Revolving Advances shall be evidenced by one or more secured promissory notes (which may be amended and restated promissory notes), issued by the US Borrowers with respect to their Revolving Advances and issued by the Foreign Borrowers with respect to their Revolving Advances (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).Exhibits 2.1-US and 2.1-F.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, will severally and not jointlymake on a ratable basis according to the Ratable Share of each Lender, will make Revolving Advances to Borrower MSI or MSUK in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof % (“"Receivables Advance Rate”), ") of Eligible Receivables which are not Canadian Eligible Receivables, MSUK Eligible Receivables or Eligible Receivables generated by Permitted Guaranteed Sale Arrangements, plus (ii) up to the lesser of 70% or $1,000,000 (A"Canadian Receivables Advance Rate"), of Canadian Eligible Receivables; (iii) up to 60%, subject to the provisions of Section 2.1(c) hereof% ("Inventory Advance Rate"), of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minusInventory; (iv) up to the Availability Blocklesser of 60% or $1,000,000 ("MSUK Receivables Advance Rate"), minusof MSUK Eligible Receivables; (v) up to the lesser of 60% or $1,000,000 (the "Guaranteed Sale Advance Rate") of Eligible Receivables generated by Permitted Guaranteed Sale Arrangements; (vi) up to 50% of the face amount of outstanding documentary Letters of Credit; minus (vii) reserves (calculated after applying such reduction percentages set forth above as further described in Exhibit 2.1(b)) determined by Agent for advertising allowances, warranty claims and other customary contingencies plus all Letters of Credit Outstanding and such other reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii), (iv), (v) and (iivi) minus (y) Sections Section 2.1 (a)(y) (iv) and (va)(y)(vii) at any time and from time to time shall be referred to as the “"Formula Amount”" or the "Borrowing Base". The Revolving Advances shall be evidenced by one or more the secured promissory notes dated the date hereof from MSI and MSUK to each of the Lenders (collectively, the “"Revolving Credit Note”Notes") substantially in the form attached hereto as Exhibit 2.1(a). Notwithstanding the foregoing, the maximum amount of Revolving Advances to MSUK shall not exceed the MSUK Sublimit. The availability of Revolving Advances which will be used for other than working capital purposes, including to finance in whole or in part any Acquisition Transaction (a "Corporate Purpose Advance"), shall be subject to the further limitation that the maximum amount of Corporate Purpose Advances at any time outstanding may not exceed the then Borrowing Base minus the sum of (i) one-third (1/3) of the then Borrowing Base and (ii) the total amount of then outstanding Revolving Advances, Letters of Credit Outstanding and fees and expenses for which MSI or MSUK is liable but which have not been paid or charged to Borrowers' Accounts. The limitations herein shall not prevent the initial extension of any Revolving Advances used to assist in financing the transactions described in the Acquisition Agreements but any such Revolving Advances shall thereafter be included in the calculation set forth herein.

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including Section without limitation, Sections 2.1(b), (c), (d), (e), (f) and (g), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in Dollars, and in the case of the Canadian Lender to the Canadian Borrower, also in Canadian Dollars, in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the Dollar Equivalent of the sum ofof the following: (i) up to 8590%, subject to adjustment pursuant to the provisions of Section 2.1(bSections 2.1(d) and (g) hereof (“Receivables Advance Rate”), of Eligible US Receivables and Eligible Canadian Receivables, plus (ii) up to the lesser of (A) 6040%, subject to the provisions of Section 2.1(cSections 2.1(b), (c), (d) and (g) hereof, of the value of the Eligible Canadian Inventory (“and Eligible US Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), consisting of raw materials or (B) 85% of the appraised net orderly liquidation value of Eligible Canadian Inventory and Eligible US Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in as applicable, the aggregate at any one time; provided“Raw Materials Inventory Advance Rate”), however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusplus (iii) up to the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum lesser of (xA) 60%, subject to the provisions of Sections 2.1(a)(y)(i2.1(b), (c), (d) and (iig) minus hereof, of the value of the Eligible Canadian Inventory and Eligible US Inventory consisting of finished goods or (yB) Sections 2.1 85% of the appraised net orderly liquidation value of Eligible Canadian Inventory and Eligible US Inventory (a)(yas evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectivelyapplicable, the “Revolving Credit NoteFinished Goods Inventory Advance Rate” and collectively with the Raw Materials Inventory Advance Rate, the “Inventory Advance Rate”) substantially in the form attached hereto as Exhibit 2.1(a)., minus

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, Agreement including Section 2.1(b) and Section 2.1(c), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or (y) an amount equal to the sum ofto: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof below, the sum of (“A) 85% of Eligible Receivables, plus (B) 85% of Eligible Canadian Receivables ("Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c2.1(b) hereofbelow, the sum of the value (A) 65% of the Eligible Inventory, plus (B) 65% of Eligible LC Inventory (“"Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”"), minus (iii) the sum of (A) the aggregate face amount of outstanding Letters of Credit, plus (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (Dilution Reserve, the Built In Fixed Asset Reserve, the Purchase Card Reserve, a reserve for Lender-Provided Hedge Liabilities and Lender-Provided Foreign Exchange Liabilities on a basis and in an amount determined by Collateral Agent in its sole discretion and such other reserves as evidenced by an Inventory appraisal satisfactory Collateral Agent may deem proper and necessary from time to Agent time in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections Section 2.1 (a)(y) (iv) and (va)(y)(iii) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances Contemporaneous with the execution hereof, Borrowers shall be evidenced by one or more secured execute and deliver to each Lender a promissory notes (collectively, the “Revolving Credit Note”) note substantially in the form attached hereto as Exhibit 2.1(a) in the principal amount of such Lender's Commitment Percentage of the Maximum Revolving Advance Amount (collectively, the "Revolving Credit Notes"). (b) The aggregate amount of Revolving Advances made to Borrowers against (i) Eligible Inventory and Eligible LC Inventory shall not exceed, at any one time outstanding, the sum of $11,000,000 from the Closing Date through and including June 30, 2005 and $10,000,000 at all times thereafter and (ii) Eligible Canadian Receivables shall not exceed, at any one time outstanding, the sum of $1,000,000. (i) On or before the sixtieth (60th) day after the Closing Date, Borrowers may request in writing from Collateral Agent an one-time reduction in the Built In Fixed Asset Reserve so long as at such time (i) no Event of Default or Default then exists, (ii) Borrowers provide to Collateral Agent a detailed list of Equipment purchased by Borrowers after April 30, 2004 and prior to the date of such request together with copies of the invoices for all such items of Equipment, (iii) such Equipment has not been included in any appraisal previously provided to Collateral Agent, (iv) Collateral Agent receives a current written appraisal of such Equipment from the appraiser who performed the Appraisals, (v) such Equipment is free and clear of all Liens and encumbrances (other than the liens and security interests of Collateral Agent hereunder), and (vi) such Equipment is at a location permitted under Section 4.5(a) hereof. Upon full and timely satisfaction of the foregoing conditions, Collateral Agent shall then reduce the Built In Fixed Asset Reserve by an amount equal to 80% of the orderly liquidation value of such Equipment contained in the appraisal. Any appraisal referred to in this paragraph shall be obtained at Borrowers' sole cost and expense and shall be in form and substance satisfactory to Collateral Agent. (ii) Borrowers may request in writing from Collateral Agent a reduction in the Built In Fixed Asset Reserve upon timely compliance with the requirement set forth in Section 6.11(d) so long as at such time no Event of Default or Default then exists. Upon full and timely satisfaction of the foregoing conditions, Collateral Agent shall then reduce the Built In Fixed Asset Reserve by an amount equal to 80% of the orderly liquidation value of motor vehicles (as set forth on the Appraisals) whose certificates of title and other required documents were delivered to Collateral Agent pursuant to Section 6.11(d).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (xa) the Maximum Revolving Advance Amount Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) 2.1 hereof (“Receivables Advance Rate”), of Eligible Receivables, plus, (ii) up to the lesser of (A) 60the sum of (1) 65%, subject to the provisions of Section 2.1(c2.1 hereof (the “Sand Inventory Advance Rate”) hereofof the value of Eligible Inventory consisting of sand and (2) 75%, subject to the provisions of Section 2.1 hereof (the “Fuel Inventory Advance Rate”), of the value of the Eligible Inventory consisting of fuel products or (B) 85%, subject to the provisions of Section 2.1 hereof (the “NOLV Advance Rate”), of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) Eligible Inventory consisting of sand, Eligible In-Transit Sand Inventory, Eligible Inventory consisting of fuel products and Eligible In- Transit Fuel Inventory; plus (iii) the lowest of (A) the Sand Inventory Advance Rate of the value of Eligible In-Transit Sand Inventory, (B) the NOLV Advance Rate of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) of Eligible In-Transit Sand Inventory or (C) $3,000,000; plus (iv) the lowest of (A) the Fuel Inventory Advance Rate of the value of Eligible In-Transit Fuel Inventory, (B) the NOLV Advance Rate of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) of Eligible In-Transit Fuel Inventory or (C) $15,000,000; plus (v) the lesser of (A) 40%, subject to the provisions of Section 2.1 hereof (the “Sand Reserve Advance Rate” and together with the Receivables Sand Inventory Advance Rate, collectivelythe Fuel Inventory Advance Rate and the NOLV Advance Rate, the “Inventory Advance Rates”; the Inventory Advance Rates together with the Receivables Advance Rate being the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).Sand Reserve Value and

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or and (yb) an amount equal to (x) until delivery of the projected operating budget for the fiscal year ending December 31, 2020 (in accordance with Section 9.1), such budget (1) having been approved by the board of directors (or similar governing body) of the Parent Guarantor and (2) being satisfactory in all respects to the Agent and the Required Lenders in their sole discretion, $51,303,000, (y) thereafter and until delivery of the Initial Borrowing Base Certificate, $66,303,000 and (z) thereafter, the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 6065%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory (“Inventory Advance Rate” consisting of sand and together with the Receivables Advance Rate, collectively, the “Advance Rates”), or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand; plus (iii) with respect to Sand Reserves, the aggregate lesser of (A) the Sand Reserve Advance Rate, subject to the provisions of this Section 2.1, multiplied by the Sand Reserve Value and (B) thirty-five percent (35%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, Revolving Advance Amount; minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and — (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, including including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will agrees to make Revolving Advances to Borrower Borrowers in accordance with the procedures provided for herein in an aggregate amounts amount outstanding at any time equal to not greater than such Lender's ’s Commitment Percentage of the Borrowing Base (as defined below) minus the undrawn or unreimbursed amount of outstanding Letters of Credit unless Borrowers have deposited with Agent cash collateral in such amounts and in accordance with Section 3.2. For purposes hereof, “Borrowing Base” shall mean the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (Ax) $1,000,000 or (y) up to 85%, subject to the provisions of 2.1(b) hereof (“Canadian Receivables Advance Rate”), of Eligible Canadian Receivables, plus (iii) the lesser of (x) $30,000,000 or (y) up to 60%, subject to the provisions of Section 2.1(c2.1(b) hereof, of the value of the Eligible Inventory hereof (“Inventory Advance Rate” and together with ”), of Eligible Inventory of Borrowers (the Receivables Advance Rate, the Canadian Receivables Advance Rate and the Inventory Advance Rate shall be referred to, collectively, as the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may may, in a commercially reasonable manner, reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000necessary. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (xa) the Maximum Revolving Advance Loan Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit and Acceptances or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, Rate and the Inventory Advance Rate shall be referred to collectively, as the “"Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusRates plus (iii) 60% of the aggregate Maximum Undrawn Amount value of all Inventory being imported under outstanding Letters of CreditCredit opened by a Lender, minusplus (iv) the Availability BlockOveradvance Amount, minus (v) the aggregate amount of outstanding Letters of Credit and Acceptances, minus (vi) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserveprovided however that no reserve will be taken for dilution of Receivables unless dilution, established as indicated on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in Factor statements issued at the amount end of $200,000each rolling ninety day period exceeds 13% of the collections of gross invoices less discounts at any time. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(i), (ii), (iii) and (iiiv) minus (y) Sections 2.1 (a)(y) (ivv) and (vvi) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(a).2.1..

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the sum of (i) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit and Acceptances and (ii) the FX Reserve or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, Rate and the Inventory Advance Rate shall be referred to collectively, as the “"Advance Rates”), ") or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 25,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of CreditCredit and Acceptances, minus (iv) the Availability BlockFX Reserve, minus (v) such reserves as determined in good faith by Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount exercise of $200,000its discretion in a reasonable manner, including, without limitation, reserves for Liens permitted under subparagraphs (h) and (i) under the definition of Permitted Encumbrances. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iva)(y)(iv) and (v) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more the secured promissory notes (collectively, the “"Revolving Credit Note”Notes") substantially in the form attached hereto as Exhibit 2.1(a). At such time as (i) the Receivables and Inventory of E & J Canada are subject to a first priority perfected security interest in favor of Agent and (ii) the eligibility criteria set forth in this Agreement are met (it being deemed for purposes of this determination that E & J Canada is a "Borrower"), the determination of the Formula Amount shall include the Eligible Receivables and Eligible Inventory of E & J Canada.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b2.1(c) hereof (“"Receivables Advance Rate”"), of Eligible Receivables, plusPLUS (ii) up to the lesser of (A) 6085%, subject to the provisions of Section 2.1(c) hereofhereof ("Receivables IX - Plus Advance Rate"), of Eligible IX - Plus Unbilled Receivables; PLUS (iii) up to 70%, subject to the value provisions of the Eligible Inventory Section 2.1(c) hereof (“Inventory "OAN Receivables Advance Rate” and together with ") of Eligible OAN Receivables; PLUS (iv) up to 50%, subject to the provisions of Section 2.1(c) hereof ("Unbilled Receivables Advance Rate") of Eligible Unbilled Receivables (the Receivables Advance Rate, Receivables IX Plus Advance Rate, the OAN Receivables Advance Rate and the Unbilled Receivables Advance Rate shall be referred to collectively, as the “"Advance Rates”"), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusMINUS (iiiv) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit, minusMINUS (iv) the Availability Block, minus (vvi) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii) and (iiiv) minus MINUS (y) Sections Section 2.1 (a)(y) (iv) and (va)(y)(vi) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(aEXHIBIT 2.1(A).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 6065%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory (“Inventory Advance Rate” consisting of sand and together with the Receivables Advance Rate, collectively, the “Advance Rates”), or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand; plus (iii) with respect to Sand Reserves, the aggregate lesser of (A) the Sand Reserve Advance Rate, subject to the provisions of this Section 2.1, multiplied by the Sand Reserve Value and (B) thirty-five percent (35%) of the Maximum Undrawn Amount of all outstanding Letters of Credit, Revolving Advance Amount; minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and — (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 60the sum of (1) 65%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory consisting of sand and (2) 75%, subject to the provisions of this Section 2.1 (the “Fuel Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), of the value of Eligible Inventory consisting of fuel products or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand or fuel products; plus (iii) up to the aggregate Maximum Undrawn Amount Sand Reserve Advance Rate, subject to the provisions of all outstanding Letters of Creditthis Section 2.1, multiplied by the Sand Reserve Value; minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and – (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including Section without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's ’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the sum ofof the following: (i) up to 8590%, subject to adjustment pursuant to the provisions of Section Sections 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) the sum of (I) up to the lesser of (A) 6070%, subject to the provisions of Section 2.1(cSections 2.1(b), (c) and (d) hereof, of the value cost of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), consisting of finished goods or raw materials or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory consisting of finished goods or raw materials (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) plus (II) the lesser of (A) up to 40%, subject to the provisions of Sections 2.1(b), (c) and (d) hereof, of the value of the Eligible Inventory consisting of work in process or (CB) $20,000,000 in up to 50% of the aggregate at any one time; provided, however, that in no event shall availability arising from appraised net orderly liquidation value of Eligible Inventory consisting of work in transit exceed $4,000,000process (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, the “Inventory Advance Rate” and together with the Receivables Advance Rate, the “Advance Rates”), minus (iii) the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”its Permitted Discretion. The Revolving Advances shall be evidenced by one or more secured promissory notes (which may be amended and restated promissory notes), issued by the Borrowers with respect to their Revolving Advances (collectively, the “Revolving Credit NoteNotes”) substantially in the form attached hereto as Exhibit 2.1(a)Exhibits 2.1. Notwithstanding anything to the contrary set forth herein, Eligible Inventory consisting of work in process shall not be included in the Formula Amount until Agent has received an updated inventory appraisal in form and substance satisfactory to Agent in its sole discretion.

Revolving Advances. Subject (a) The Lender agrees, on the terms and subject to the conditions herein set forth, to make advances to the Borrower from time to time from the date all of the conditions set forth in Section 4.1 are satisfied (the “Funding Date”) to the Termination Date (the “Revolving Advances”). The Lender shall have no obligation to make a Revolving Advance if, after giving effect to such requested Revolving Advance, the sum of the outstanding and unpaid Revolving Advances under this Section 2.1 or otherwise would exceed the Borrowing Base less the L/C Amount; provided, however, Lender agrees to make Revolving Advances to the Borrower which would otherwise be unavailable solely due to the effect of an Availability Reserve in the amount of $175,000 (each a “Special Revolving Advance”) subject to the following conditions: (i) Special Revolving Advances may only be requested after Borrower has delivered to Lender its financial statements required to be delivered pursuant to Section 6.1 hereof for the periods ending June 30, 2003 (the “June Financial Statements”), (ii) prior to the delivery of the June Financial Statements an Event of Default has not occurred, (iii) the June Financial Statements do not, as determined by Lender, indicate that an Event of Default has occurred or will occur, (iv) no Special Revolving Advance may be made for an amount in excess of $175,000 or in increments of less than $25,000, (v) no more than one Special Revolving Advance may be outstanding at any one time, (vi) each Special Revolving Advance must be fully repaid, including any fees due in connection therewith, by no later than the tenth (10th) business day after such Special Revolving Advance has been made, (vii) without in any way limiting any other provision of this Agreement, after the occurrence of an Event of Default, no Special Revolving Advances may thereafter be requested, and (viii) no Special Revolving Advances may be requested after December 15, 2003. Special Revolving Advances constitute Revolving Advances under this Agreement and, except as expressly provided in this Section 2.1(a), are subject to all of the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of:. (ib) up The Borrower’s obligation to 85%, subject to pay the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more the Revolving Note and shall be secured promissory notes (collectivelyby the Collateral as provided in Article III. Within the limits set forth in this Section 2.1, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).Borrower may borrow, prepay pursuant to Section 2.6

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers from time to time during the Term in aggregate amounts outstanding at any time equal no to exceed such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables "Advance Rate”"), of the Net Amount of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusplus ---- (iii) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of CreditCredit outstanding, minusminus ----- (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on time after giving Borrowing Agent five (5) Business Days prior written notice of the Closing Date and continuing until imposition of such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000reserves. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) ----- Sections 2.1 (a)(y) (iva)(y)(iii) and (viv) at any time and from time to time shall be referred to as the “"Formula Amount”. ." The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “"Revolving Credit Note”Notes") in favor of each Lender in substantially in the form attached hereto as Exhibit 2.1(a)A. Borrowers and --------- Lenders agree that, if any event occurs or any condition exists that Agent determines is likely to have a Material Adverse Effect, or if a Default or Event of Default exists, Agent shall have the right (exercisable at such time or times as Agent deems appropriate) to require that separate calculations of the Individual Formula Amount be made for each Borrower, as well as the right to limit the use of proceeds of Advances by each Borrower to an amount that does not exceed such Borrower's Individual Formula Amount.

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including Section without limitation, Sections 2.1(b), (c) and (d), each Lender, severally and not jointly, will make Revolving Advances to Borrower US Borrowers in Dollars in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less minus the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or and (y) the Formula Amount. The “Formula Amount” shall at all times be an amount equal to the Dollar Equivalent of the sum of: of the following: (i) up to 8590%, subject to adjustment pursuant to the provisions of Section Sections 2.1(b) hereof (“Receivables Advance Rate”), of Eligible US Receivables, plus plus (ii) up to the lesser of (A) 6040%, subject to the provisions of Section 2.1(cSections 2.1(b), (c) and (d) hereof, of the value of the Eligible US Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), consisting of raw materials or (B) 85% of the appraised net orderly liquidation value of Eligible US Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, the “Raw Materials Inventory Advance Rate”), plus 6 (iii) up to the lesser of (A) 60%, subject to the provisions of Sections 2.1(b), (c) and (d) hereof, of the value of Eligible US Inventory consisting of finished goods or (CB) $20,000,000 85% of the appraised net orderly liquidation value of Eligible US Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) (as applicable, the aggregate at any one time; provided“Finished Goods Inventory Advance Rate” and collectively with the Raw Materials Inventory Advance Rate, howeverthe “Inventory Advance Rate” and, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000together with the Raw Materials Advance Rate and the Receivables Advance Rate, minus collectively the “Advance Rates”), minus (iiiiv) the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit, minus (iv) the Availability Block, minus minus (v) such reserves (including the Availability Reserve and reserves on account of Priority Payables) as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”its Permitted Discretion. The Revolving Advances shall be evidenced by one or more secured promissory notes (which may be amended and restated promissory notes), issued by the US Borrowers with respect to their Revolving Advances and issued by the Canadian Borrower with respect to its Revolving Advances (collectively, the “Revolving Credit NoteNotes”) substantially in the form attached hereto as Exhibit 2.1(a)Exhibits 2.1-US.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (xa) the Maximum Revolving Advance Amount Amount, less the outstanding amount of Swing Loans, less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) 2.1 hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60the sum of (1) 65%, subject to the provisions of Section 2.1(c2.1 hereof (the “Sand Inventory Advance Rate”) hereofof the value of Eligible Inventory consisting of sand and (2) 75%, subject to the provisions of Section 2.1 hereof (the “Fuel Inventory Advance Rate”), of the value of the Eligible Inventory consisting of fuel products or (B) 85%, subject to the provisions of Section 2.1 hereof (the “NOLV Advance Rate”), of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) Eligible Inventory consisting of sand, Eligible In-Transit Sand Inventory, Eligible Inventory consisting of fuel products and Eligible In-Transit Fuel Inventory; plus (iii) the lowest of (A) the Sand Inventory Advance Rate of the value of Eligible In-Transit Sand Inventory, (B) the NOLV Advance Rate of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) of Eligible In-Transit Sand Inventory or (C) $3,000,000; plus (iv) the lowest of (A) the Fuel Inventory Advance Rate of the value of Eligible In-Transit Fuel Inventory, (B) the NOLV Advance Rate of the net orderly liquidation value (as evidenced by the most recent appraisal accepted by Agent in its Permitted Discretion) of Eligible In-Transit Fuel Inventory or (C) $15,000,000; plus (v) the lesser of (A) 40%, subject to the provisions of Section 2.1 hereof (the “Sand Reserve Advance Rate” and together with the Receivables Sand Inventory Advance Rate, collectivelythe Fuel Inventory Advance Rate and the NOLV Advance Rate, the “Inventory Advance Rates”; the Inventory Advance Rates together with the Receivables Advance Rate being the “Advance Rates”), of the Sand Reserve Value and (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000100,000,000, minus (iiivi) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (vvii) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000amounts for applicable Priority Payables. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(a)(i) and — (iiv) minus (y) Sections 2.1 (a)(y) (ivSection 2.1(a)(vi) and (vvii) at any time and from time to time shall be referred to as the “Formula Amount”. The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.3 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in of this Agreement, including Section 2.1(b), each Lender, severally and Foothill agrees to make advances ("Advances") to Borrowers in an amount outstanding not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding exceed at any one time equal to such Lender's Commitment Percentage of the lesser of (xi) the Maximum Revolving Advance Amount Amount, or (ii) the Borrowing Base. For purposes of this Agreement, "Borrowing Base", as of any date of determination, shall mean an amount equal to the lesser of the result of: (1) the amount equal to (i) 85% of the value of the outstanding Eligible Accounts, less, (ii) the amount, if any, of the ---- Dilution Reserve, less (iii) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or reserves, if any, ---- established by Foothill under Sections 2.1 and 10. ------------ ------ (y2) an amount equal to 50% of Borrowers' aggregate Collections with respect to Accounts for the sum of:immediately preceding 90 day period. (b) Anything to the contrary in this Section 2.1 notwithstanding, ----------- Foothill shall have the right to establish reserves in such amounts, and with respect to such matters, as Foothill in its Permitted Discretion shall deem necessary or appropriate, against the Borrowing Base, including reserves with respect to (i) up the amount determined from time to 85%time by Foothill to adjust the amount of the foreign Eligible Accounts as a result of Borrowers using an exchange rate for foreign currencies which is not accurate, and (ii) sums that Borrowers are required to pay (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay under any Section of this Agreement or any other Loan Document, and (iii) amounts owing by Borrowers to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than any existing Permitted Lien set forth on Schedule P-1 which is specifically ------------ identified thereon as entitled to have priority over the Foothill's Liens), which Lien or trust, in the Permitted Discretion of Foothill likely would have a priority superior to the Foothill's Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral. In addition to the foregoing, in the event Foothill agrees at some future date to make advances against Borrower's Inventory, which agreement shall be in Foothill's sole and absolute discretion, Foothill shall have the right to have the Inventory reappraised by a qualified appraisal company selected by Foothill from time to time after the Closing Date. (c) Amounts borrowed pursuant to this Section 2.1 may be repaid ----------- and, subject to the provisions terms and conditions of Section 2.1(b) hereof (“Receivables Advance Rate”)this Agreement, of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (v) reborrowed at any time and from time to time shall be referred to as during the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a)term of this Agreement.

Revolving Advances. Subject to the terms and conditions conditi ons set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, Lender will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit Credit, Acceptances and Capital Expenditure Loans or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of Eligible ReceivablesReceivables (calculated based upon the Dollar Equivalent of Receivables of Canadian Guarantor), plusPLUS (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c2.1(b) hereofhereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (“calculated based upon the Dollar Equivalent of the Inventory Advance Rate” and together with of Canadian Guarantor) (the Receivables Advance Rate, Rate and the Inventory Advance Rate shall be referred to collectively, as the “"Advance Rates”"); PROVIDED, (B) 85% however, the maximum amount of the appraised net orderly liquidation value of outstanding Advances against Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) shall not exceed $20,000,000 in the aggregate 41,000,000 at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusPLUS (iii) but only until the aggregate Maximum Undrawn Amount release of all outstanding Letters Lender's Liens in accordance with Section 4.21 of Creditthis Agreement, minusAmortizing Availability, MINUS (iv) the Availability Blockaggregate amount of outstanding Letters of Credit and Acceptances, minusMINUS (v) such reserves as Agent Lender may reasonably deem proper and necessary from time to time, including without limitation a reserveincluding, established on as determined by Lender to be appropriate in respect of the Closing Date Guarantor Collateral, reserves for goods and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stocktonservices, California, in form sales and substance reasonably acceptable to Agent, shall be received by Agent, in excise taxes and for the amount rights of $200,000unpaid suppliers. The amount derived from (x) the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(a)(y)(v) at any time and from time to time shall be referred to as the “"Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a)".

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including without limitation, Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal not to exceed such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or and (y) an amount equal to the sum of: (i) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (“the "Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of eighty-five percent (A) 6085%), subject to the provisions of Section 2.1(c2.1(b) hereofhereof ("Inventory Advance Rate"), of the value Net Orderly Liquidation Value of Eligible Inventory, provided that in no event shall the Eligible amount determined pursuant to this clause (ii) be permitted to exceed the Inventory Availability Sublimit, plus (“iii) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) hereof (the "Equipment Advance Rate", and, together with the Inventory Advance Rate” Rate and together with the Receivables Advance Rate, collectively, the “"Advance Rates”"), (B) 85% of the appraised net orderly liquidation value Net Orderly Liquidation Value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one timeEquipment; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus the amount determined pursuant to this clause (iii) be permitted to exceed the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, Equipment Availability Sublimit; minus, (iv) the Availability Block, aggregate amount of outstanding Letters of Credit; minus (v) a continuing reserve against availability in the amount of $5,000,000; minus (vi) such additional reserves as the Agent may reasonably deem proper and necessary from time to time, including including, without limitation a reservelimitation, established on reserves to reflect any Credit Party's trade payables outstanding beyond the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agentearlier of 60 days past due or 90 days past the date of invoice and, in the amount event the condition set forth in Section 8.1(v) shall not have been fully satisfied as of and after the Closing, a rental reserve for each such location as to which the required landlords, warehouseman's or mortgagee waiver shall not have been obtained, estimated at Closing to be approximately $200,000750,000. The amount derived from the sum of Sections 2.1(a)(i), (x) Sections 2.1(a)(y)(iii) and (iiiii) minus (y) the amounts described in Sections 2.1 (a)(y) a)(iv), (ivv) and (vvi) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth herein and in this Agreement, including Section 2.1(b)the Ancillary Agreements, each Lender, severally and not jointly, will make Revolving Advances to Borrower from time to time during the Term which, in the aggregate amounts outstanding at any time equal to outstanding, will not exceed such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit less the minimum Undrawn Availability requirement set forth in Section 12(q) hereof or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; providedamount of outstanding Letters of Credit, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusminus ----- (iii) the aggregate Maximum minimum Undrawn Amount of all outstanding Letters of Credit, Availability requirement set forth in Section 12(q) hereof minus; ----- (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii2(a)(i) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “----- "Formula Amount”. The Revolving Advances shall be evidenced by ." (b) Notwithstanding the limitations set forth above, Lenders retain the right to lend Borrower from time to time such amounts in excess of such limitations as Lenders may determine in their sole discretion. (c) Borrower acknowledges that the exercise of Lenders' discretionary rights hereunder may result during the Term in one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially increases or decreases in the form attached hereto Advance Rate and Borrower hereby consents to any such increases or decreases which may limit or restrict advances requested by Borrower, provided, however, that to the extent any -------- ------- decrease in the Advance Rate or the establishment by Agent of any reserves results in a decrease in the calculation of subsection 2(a)(y) by at least $1,000,000, then Borrower may, at its option, upon three (3) Business Days' notice to Agent, have the ability to permanently reduce the Maximum Revolving Amount by a like amount without incurring any early termination fee pursuant to Section 18 hereof, provided, further, that concurrently with any such permanent reduction, Borrower shall be obligated to prepay the outstanding balance of Revolving Advances to the extent necessary to comply with Section 2(i) below after giving effect to such permanent reduction. (d) If Borrower does not pay any interest, fees, costs or charges to Lenders when due, Borrower shall thereby be deemed to have requested, and Agent, for the ratable benefit of Lenders is hereby authorized at its discretion to make and charge to Borrower's account, a Revolving Advance to Borrower as Exhibit 2.1(a)of such date in an amount equal to such unpaid interest, fees, costs or charges. (e) Any sums expended by Agent or Lenders due to Borrower's failure to perform or comply with its obligations under this Agreement, including but not limited to the payment of taxes, insurance premiums or leasehold obligations, shall be charged to Borrower's account as a Revolving Advance and added to the Obligations. (f) Agent will account to Borrower monthly with a statement of all Revolving Advances and other advances, charges and payments made pursuant to this Agreement, and such account rendered by Agent shall be deemed final, binding and conclusive, absent manifest error, unless Agent is notified by Borrower in writing to the contrary within sixty (60) days of the date each account was rendered specifying the item or items to which objection is made. (g) During the Term, Borrower may borrow, prepay and reborrow Revolving Advances, all in accordance with the terms and conditions hereof. (h) Borrower shall apply the proceeds of the Loans to provide for its working capital needs. (i) The aggregate balance of Revolving Advances outstanding at any time shall not exceed the lesser of the Formula Amount or the Maximum Revolving Amount, in each case less the minimum Undrawn Availability requirements set forth in Section 12(q) hereof.

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 60the sum of (1) 65%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory consisting of sand and (2) 75%, subject to the provisions of this Section 2.1 (the “Fuel Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), of the value of Eligible Inventory consisting of fuel products or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand or fuel products; plus (iii) up to the aggregate Maximum Undrawn Amount Sand Reserve Advance Rate, subject to the provisions of all outstanding Letters of Creditthis Section 2.1, multiplied by the Sand Reserve Value; minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and – (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement including, including without limitation, Section 2.1(b)) [Discretionary Rights], each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal to such Lender's ’s Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit and Swing Loans or (y) an amount equal to the sum of: (i) up to eighty-five percent (85%), subject to the provisions of Section 2.1(b) [Discretionary Rights] hereof (“Billed Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (A) 60seventy-five percent (75%), subject to the provisions of Section 2.1(c2.1(b) [Discretionary Rights] hereof (“Unbilled Receivables Advance Rate”), of Eligible Unbilled Receivables, or (B) the Eligible Unbilled Receivables Sublimit, plus (iii) up to the lesser of (A) eighty-five percent (85%) of the Net Orderly Liquidation Value (expressed as a percentage of cost based on the most recent inventory appraisal) (the “NOLV Advance Rate”) of Eligible Inventory subject to the provisions of Section 2.1(b) [Discretionary Rights] hereof, (B) seventy-five percent (75%) of the value of the Eligible Inventory subject to the provisions of Section 2.1(b) [Discretionary Rights] hereof (the lesser of (A) and (B) above is the “Inventory Advance Rate” and together with ”) (the Billed Receivables Advance Rate, the Unbilled Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000Availability Sublimit, minus (iiiiv) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit, minus (ivv) the Availability Blockaggregate amount of outstanding Swing Loans, minus (vvi) such reserves as Administrative Agent and Collateral Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(a)(y)(vi) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate amounts outstanding at any time equal not to exceed such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables "Accounts Advance Rate”"), of the Net Amount of Eligible Receivables, plus (ii) up to the lesser of (A) 6085%, subject to the provisions of Section 2.1(c2.1(b) hereofhereof ("Factoring Advance Rate"), of the value Amount Due From Factor on such date that is attributable to Factored Accounts that are not Client Risk Accounts, plus (iii) up to the lesser of (A) the sum of (1) 55%, subject to the provisions of Section 2.1(b) hereof (the "Raw Materials Advance Rate"), of the Value of Eligible Inventory consisting of raw materials, plus (2) the lesser of (a) 25%, subject to the provisions of Section 2.1(b) hereof (the "WIP Advance Rate"), of the Value of Eligible Inventory consisting of work in process and (b) $1,000,000, plus (3) 65%, subject to the provisions of Section 2.1(b) hereof (the "Finished Goods Advance Rate"; together with the Raw Materials Advance Rate and the WIP Advance Rate, collectively the "Inventory Advance Rate"), of the Value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), consisting of finished goods or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit8,000,000, minus (iv) the Availability Blockaggregate amount of outstanding Letters of Credit, other than any Letters of Credit for which Agent holds cash collateral as provided in Section 2.10(e), minus (v) prior to satisfaction of the UDC Reserve Release Conditions, the UDC Reserve, minus (vi) such other reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the remainder of (A) the sum of (x) Sections 2.1(a)(y)(i), (ii) and (iiiii) minus (yB) Sections 2.1 Section 2.1(a)(y)(iv), (a)(y) (ivv) and (vvi) at any time and from time to time shall be referred to as the “"Formula Amount”." If any event occurs or any condition exists that Agent determines is likely to have a Material Adverse Effect, or if a Default or Event of Default exists, Agent shall have the right (exercisable at such time or times as Agent deems appropriate) to require that separate calculations of the Individual Formula Amount be made for each Borrower, as well as the right to limit the use of proceeds of Advances to or for the benefit of each Borrower to an amount that does not exceed such Borrower's Individual Formula Amount. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “"Revolving Credit Note”Notes") in favor of each Lender in substantially in the form attached hereto as Exhibit 2.1(a).A.

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, including including, without limitation, Section 2.1(b), each Lender, severally and not jointly, will agrees to make Revolving Advances to Borrower Borrowers in accordance with the procedures provided for herein in an aggregate amounts amount outstanding at any time equal to not greater than such Lender's ’s Commitment Percentage of the Borrowing Base (as defined below) minus the undrawn or unreimbursed amount of outstanding Letters of Credit unless Borrowers have deposited with Agent cash collateral in such amounts and in accordance with Section 3.2. For purposes hereof, “Borrowing Base” shall mean the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“Receivables Advance Rate”), of Eligible Receivables, plus (ii) up to the lesser of (Ax) $1,000,000 or (y) up to 85%, subject to the provisions of 2.1(b) hereof (“Canadian Receivables Advance Rate”), of Eligible Canadian Receivables, plus (iii) the lesser of (x) $30,000,000 or (y) up to 60%, subject to the provisions of Section 2.1(c2.1(b) hereof, of the value of the Eligible Inventory hereof (“Inventory Advance Rate” and together with ”), of Eligible Inventory of Borrowers (the Receivables Advance Rate, the Canadian Receivables Advance Rate and the Inventory Advance Rate shall be referred to, collectively, as the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minusplus (iv) the Availability BlockSupplemental Mortgaged Property Availability, minus (v) such reserves as Agent may may, in a commercially reasonable manner, reasonably deem proper and necessary from time to time, including without limitation a reserve, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000necessary. The amount derived from the sum of (x) Sections 2.1(a)(y)(i), (ii), (iii) and (iiiv) minus (y) Sections 2.1 (a)(y) (iv) and (v) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a). (b) Section 2.14(c) shall be deleted in its entirety and replaced as follows:

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowing Agent in aggregate amounts outstanding at any time equal to not greater than such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of the Dollar amount of Eligible Receivables (other than Eligible Foreign Receivables) payable in Dollars and the Dollar Equivalent of Eligible Receivables (other than Eligible Foreign Receivables) which are not payable in Dollars, less such reserves as Agent may reasonably deem proper and necessary, plus (ii) up to the Receivables Advance Rate of the Dollar amount of Eligible Foreign Receivables payable in Dollars and the Dollar Equivalent of Eligible Foreign Receivables which are not payable in Dollars, less such reserves as Agent may reasonably deem proper and necessary, provided, however, that the aggregate amount of Revolving Advances against Eligible Foreign Receivables outstanding at any time shall not exceed the Foreign Receivable Maximum Amount, plus (iii) the lesser of (Ax) 60up to 40%, subject to the provisions of Section 2.1(c2.1(b) hereof("Inventory Advance Rate"), of the value of the Eligible Inventory (“Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) less such reserves as Agent may reasonably deem proper and necessary from time to time, including without limitation a reserve, established on (the Closing Date Receivables Advance Rate and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, the Inventory Advance Rate shall be received referred to, collectively, as the "Advance Rates") and (y) the Inventory Maximum Amount, plus (iv) the product of (a) the aggregate amount of outstanding Letters of Credit consisting of documentary trade Letters of Credit times (b) the Inventory Advance Rate, minus (v) the aggregate amount of outstanding Letters of Credit, minus (vi) the amount by Agent, in which the amount of cash in DataComm Leasing exceeds $200,0001,000,000. The amount amounts derived from the sum of (xSections 2.1(a)(i) Sections 2.1(a)(y)(i) and plus (ii) minus plus (yiii) Sections 2.1 (a)(y) plus (iv) and minus (vvi) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances of each Lender shall be evidenced by one or more a secured promissory note or notes (each a "Note", and collectively, the “Revolving Credit Note”"Notes") in substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this AgreementAgreement (including, including without limitation, Section 2.1(b)), each Revolving Lender, severally and not jointly, will make Revolving Advances to Borrower Borrowers in aggregate principal amounts outstanding at any time equal to such Revolving Lender's ’s Revolving Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit or and the outstanding principal amount of the Swingline Loans and (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(b) hereof North American Receivables (“Receivables Advance Rate”including Unbilled Progress Receivables), of Eligible Receivables, ; plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof, of the value of the Eligible North American Inventory (“including North American Inventory Advance Rate” and together consisting of work-in-process with the Receivables Advance Rate, collectively, the “Advance Rates”respect to which a Billed Progress Receivable or Unbilled Progress Receivable has not arisen), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minus (iii) the aggregate Maximum Undrawn Amount amount of all outstanding Letters of CreditCredit (except to the extent such Letters of Credit are cash collateralized) and Swingline Loans, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime or as required by the terms of this Agreement, including, without limitation, reserves in respect of Receivables which are more than sixty (60) days past due or more than one hundred fifty (150) days past invoice date, Receivables which are due from Affiliates, Inventory in an amount equal to the book reserve for obsolescence, amounts secured by any Liens which rank or are capable of ranking prior to or pari passu with Agent’s security interests (or interests similar thereto under applicable law) against all or part of the Collateral, including without limitation a reservefor amounts owing for employee source deductions, established on the Closing Date goods and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stocktonservices taxes, Californiasales taxes, in form harmonized sales taxes, municipal taxes, workers’ compensation, unemployment insurance, Quebec corporate taxes, pension fund obligations and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000overdue rents. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(a)(y)(iv) at any time and from time to time shall be referred to as the “Formula Amount”. The Revolving Advances shall be evidenced by one or more secured promissory notes (as amended, modified, or amended and restated from time to time, individually and collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. (a) Subject to the terms and conditions set forth in this Agreement, Agreement including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (y) an amount equal to the sum of: (i) up to the sum of (A) 85%, subject to the provisions of Section 2.1(b) hereof (“the "Receivables Advance Rate”Rate A"), of Eligible ReceivablesReceivables that do not constitute Eligible Unassigned Government Receivables (specifically excluding all Eligible Receivables of Sigma) plus (B) the lesser of (I) 50%, subject to the provisions of Section 2.1(b) hereof (the "Receivables Advance Rate B" and collectively with the Receivables Advance Rate A, the "Receivables Advance Rate"), of Eligible Unassigned Government Receivables (specifically excluding all Eligible Unassigned Government Receivables of Sigma) and (II) the Unassigned Government Receivables Sublimit, plus (ii) up to the lesser of (A) 6050%, subject to the provisions of Section 2.1(c2.1(b) hereof, of the value of the Eligible Inventory (“specifically excluding all Eligible Inventory Advance Rate” and together with the Receivables Advance Rate, collectively, the “Advance Rates”of Sigma), (B) 85% of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faithfaith and specifically excluding all Eligible Inventory of Sigma) or (C) $20,000,000 the Inventory Sublimit in the aggregate at any one time; providedtime ("Inventory Advance Rate" and together with the Receivables Advance Rate, howevercollectively, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000the "Advance Rates"), minus (iii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, minus (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime including, including without limitation a reservebut not limited to, established on the Closing Date and continuing until such time as a landlord agreement with respect to Borrower's leased location in Stockton, California, in form and substance reasonably acceptable to Agent, shall be received by Agent, in the amount of $200,000Seller Note Payable Reserve. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections Section 2.1 (a)(y) (iv) and (va)(y)(iii) at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(a). (e) Section 2.4 of the Loan Agreement is deleted, and is replaced by a new Section 2.4 to read as follows:

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, including Section 2.1(b), each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount amount of all outstanding Letters of Credit and all unreimbursed payments or disbursements made by Issuer under all Letters of Credit, or (y) an amount equal to the sum of: (i) up to eighty-five percent (85%, subject to the provisions of Section 2.1(b) hereof (“"Receivables Advance Rate”"), of Eligible Receivables, plus (ii) up to the lesser of (A) (1) 60fifteen percent (15%, subject to the provisions of Section 2.1(c) hereof("Raw Materials Inventory Advance Rate"), of the value of the Eligible Inventory consisting of raw materials, plus (“2) fifty percent (50%) ("Finished Goods Inventory Advance Rate” and together with "), of the value of the Eligible Inventory consisting of finished goods (the Receivables Advance Rate, collectively, the “Raw Materials Inventory Advance Rate and the Finished Goods Inventory Advance Rate shall be referred to collectively as the "Advance Rates”), ") or (B) 85% of the appraised net orderly liquidation value of Eligible Inventory fifteen million dollars (as evidenced by an Inventory appraisal satisfactory to Agent in its sole discretion exercised in good faith) or (C) $20,000,000 15,000,000), in the aggregate at any one time; provided, however, that in no event shall availability arising from Eligible Inventory in transit exceed $4,000,000, minusplus (iii) solely during the aggregate Seasonal Advance Period, an additional equal to the Maximum Undrawn Amount of all outstanding Letters of CreditSeasonal Advance Amount, minus (iv) the Availability Blockaggregate amount of outstanding Letters of Credit, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime based on such considerations as Agent may from time to time deem appropriate including, including without limitation a reservelimitation, established on the Closing Date default and continuing until such time as a landlord agreement delinquency rates with respect to Borrower's leased location in Stockton, California, in form Receivables and substance reasonably acceptable the return and rejection rates with respect to Agent, shall be received by Agent, in the amount of $200,000. The amount derived from the sum of (x) Sections 2.1(a)(y)(i) and (ii) minus (y) Sections Inventory. Section 2.1 (a)(ya)(y)(v) (iv) and (v) hereof at any time and from time to time shall be referred to as the “"Formula Amount”". The Revolving Advances shall be evidenced by one or more the secured promissory notes note (collectively, the “"Revolving Credit Note”") substantially in the form attached hereto as Exhibit 2.1(a).

Revolving Advances. Subject to the terms and conditions set forth in this Agreement, Agreement including this Section 2.1(b)2.1, each Lender, severally and not jointly, will make Revolving Advances to Borrower in aggregate amounts outstanding at Borrowers; provided that, after giving effect to any time equal to Revolving Advance, (i) such Lender's ’s Revolving Exposure shall not exceed such Lender’s Commitment Percentage Amount and (ii) the Revolving Facility Usage (other than as a result of any Protective Advance) does not exceed the lesser of (xa) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit or (yb) an amount equal to the sum of: (i) up to 85%, subject to the provisions of this Section 2.1(b) hereof 2.1 (“Receivables Advance Rate”), of Eligible Receivables, Receivables; plus (ii) up to the lesser of (A) 6065%, subject to the provisions of this Section 2.1(c) hereof2.1 (the “Sand Inventory Advance Rate”), of the value of the Eligible Inventory (“Inventory Advance Rate” consisting of sand and together with the Receivables Advance Rate, collectively, the “Advance Rates”), or (B) 85% %, subject to the provisions of this Section 2.1 (the “NOLV Advance Rate”), of the appraised net orderly liquidation value of Eligible Inventory (as evidenced by an Inventory the most recent appraisal satisfactory to accepted by Agent in its sole discretion exercised in good faithPermitted Discretion) or (C) $20,000,000 in the aggregate at any one time; provided, however, that in no event shall availability arising from of Eligible Inventory in transit exceed $4,000,000, minusconsisting of sand; plus (iii) up to the aggregate Maximum Undrawn Amount Sand Reserve Advance Rate, subject to the provisions of all outstanding Letters of Creditthis Section 2.1, minusmultiplied by the Sand Reserve Value; (iv) the Availability Block, minus (v) such reserves as Agent may reasonably deem proper and necessary from time to timetime in the exercise of its Permitted Discretion, including without limitation (A) a reservedilution reserve in connection with any write-downs or write-offs, established on the Closing Date discounts, returns, promotions, credits, credit memos and continuing until such time as a landlord agreement other dilutive items with respect to Borrower's leased location Receivables, (B) as to Cash Management Liabilities and Hedge Liabilities with respect to which the provider thereof has requested that a reserve be implemented against the Formula Amount and (C) if Borrower maintains any operations or has any employees in StocktonCanada, Californiaamounts for applicable Priority Payables; provided, in form and substance reasonably acceptable however, that reserves shall not be required for processing, transportation or other bailee fees or costs related to Agent, shall be received by Agent, in the amount Eligible In-Transit Inventory or for absence of $200,000lien waiver agreements from pipeline owners or landlords. The amount derived from the sum of (x) Sections 2.1(a)(y)(i2.1(b)(i) and — (iiiii) minus (y) Sections 2.1 (a)(y) (iv) and (vSection 2.1(b)(iv) at any time and from time to time shall be referred to as the “Formula Amount”.” The Formula Amount applicable at any time shall be calculated as set forth in the Borrowing Base Certificate delivered pursuant to Section 9.2 and approved by Agent in its Permitted Discretion. The Revolving Advances (other than Swing Loans) shall be evidenced evidenced, if requested by such Lender, by one or more secured promissory notes (collectively, the “Revolving Credit Note”) substantially in the form attached hereto as Exhibit 2.1(a).