Common use of Revolving Credit Clause in Contracts

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000.

Revolving Credit. Subject to (a) Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances Loans (other than Swing Line Loans) to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Revolving Termination Date, and to purchase undivided interests and participations in Facility Letters of Credit Commitment of such Lenderin accordance with Section 13.06, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or in an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Loans and of such Bank's ratable share of Facility Letter of Credit outstandings shall Obligations not to exceed at any time outstanding the amount set opposite such Bank's name on the signature pages of this Agreement (such Bank's obligations to make Loans (other than Swing Line Loans) and to purchase undivided interests and participations in Facility Letters of Credit in accordance with Section 13.06 in such amounts, as reduced, increased or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Bank's "Commitment"), subject to the limitations set forth in Section 2.01(b) and Section 13.02. (b) The aggregate amount of Permitted Senior Debt at any one time outstanding may not exceed the Total Revolving Credit CommitmentBorrowing Base as of the most recent Inventory Valuation Date, and no Loan (including a Swing Line Loan) shall be made that would have the effect of increasing the then outstanding amount of the Permitted Senior Debt to an amount exceeding such Borrowing Base, provided that a Loan shall not be deemed to have increased the amount of the Permitted Senior Debt to the extent that the proceeds of such Loan are immediately used to repay a Swing Line Loan theretofore included in the Permitted Senior Debt. No Loans shall be made at any time that any Swing Line Loan is outstanding, except for Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swing Line Loans. (c) Each Borrowing which shall not utilize the Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing shall consist of a Loan made by each Bank in the proportion which that Bank's Commitment bears to the Aggregate Commitments. Within such the limits and subject to of the terms and conditions hereofAggregate Commitments, the Borrower may borrow, repay pursuant to Section 2.11, and reborrow under this Section 2.01. On such terms and conditions, the Revolving Credit Facility Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Loan shall be made and maintained at such Bank's Lending Office for such type of Loan. The failure of any Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any Business Day other Bank of its obligation (if any) to make such Loan on such date, but no Bank shall be responsible for the failure of any other Bank to make such Loans to be made by such other Bank. The provisions of this Section 2.01(c) shall not apply to Swing Line Loans. (d) The Borrower may elect to deliver to the Agent a Borrowing Base Certificate setting forth the Borrowing Base as of the last day of a calendar month subsequent to the most recent fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) of the Agreement. (e) The Agent or the Majority Lenders may, upon notice to the Borrower from the Closing Date untilAgent, but require the Borrower to deliver a Borrowing Base Certificate determined as of the last day of a calendar month (as designated in such notice) subsequent to borrowings and reborrowingsthe fiscal quarter with respect to which a Borrowing Base Certificate was required to be delivered under Section 5.08(6) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the BorrowerAgreement, provided that the Borrowing Base Certificate under this Section 2.01(e) shall only be required to be delivered on the later to occur of (i) the tenth (10th) day following the Agent's notice to the Borrower under this Section 2.01(e) or (ii) the twenty-fifth (25th) day after the last day of the applicable calendar month (as designated in such notice). (f) The Borrower may elect to include in a Borrowing Base Rate Loan Certificate delivered in anticipation of a Permitted Acquisition all assets that would have been included in the Borrowing Base had the Permitted Acquisition been consummated as of the last day of the most recent fiscal quarter or a LIBOR Loan (if applicable under Section 2.01(d) or (e)) calendar month, provided, however, that no LIBOR Loan having an Interest Period such Borrowing Base Certificate shall expressly state that it is delivered in anticipation of, and shall only be effective hereunder for purposes of 2Borrowings made on or after, 3 or 6 months the consummation of such Permitted Acquisition (it being understood that, until the consummation of such Permitted Acquisition, the previously delivered Borrowing Base Certificate shall be made at any time remain in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000effect).

Revolving Credit. (a) Subject to the terms and conditions of this Agreement, each Lender of the Banks severally and not jointly agrees to make Advances loans (the “Revolving Credit Loans”) according to each such Bank’s Pro Rata Share of the Revolving Credit Commitment, to Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Restatement Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding including the Revolving Credit Commitment of such LenderTermination Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of all Revolving Credit outstandings shall Loans outstanding at any time does not exceed the Total Availability for Revolving Credit CommitmentLoans. Within such limits and subject Each Revolving Credit Loan which shall not utilize the Availability for Revolving Credit Loans in full shall be in the minimum amount set forth in Section 2.11 hereof. Subject to the terms and conditions hereof, the Borrower may borrow, repay make an Optional Prepayment pursuant to Section 2.08 hereof, and reborrow under the this Section 2.01 hereof. (b) A Bank Default by a Defaulting Bank shall not relieve any other Bank of its obligation (if any) to make such Revolving Credit Facility Loan on any Business Day from the Closing Date untilsuch date, but no other Bank shall be responsible for the failure by a Defaulting Bank to make such Revolving Credit Loans. (as c) Subject to borrowings and reborrowings) not includingthe provisions of Section 14.01 hereof, the Revolver Termination Date. All Advances shall advance rates set forth in the definition of “Borrowing Base” may be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan increased or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made decreased by Agent at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any from time to time in a principal amount the exercise of less than $1,000,000its commercially reasonable discretion in good faith and in accordance with customary credit practices in the asset based lending industry. Borrower consents to any such increases or decreases and acknowledges that decreasing the advance rates or increasing or imposing Availability Reserves may limit or restrict Revolving Credit Loans requested by Borrower. Agent shall give Borrower five (5) days prior written notice of its intention to decrease such advance rates.

Revolving Credit. (a) Subject to the terms and conditions of this Agreement, each Lender of the Banks severally agrees to make Advances loans (the “Revolving Credit Loans”) according to each such Bank’s Pro Rata Share of the Revolving Credit Commitment, to Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Restatement Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding including the Revolving Credit Commitment of such LenderTermination Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of all Revolving Credit outstandings shall Loans outstanding at any time does not exceed the Total Availability for Revolving Credit CommitmentLoans. Within such limits and subject Each Revolving Credit Loan which shall not utilize the Availability for Revolving Credit Loans in full shall be in the minimum amount set forth in Section 2.11 hereof. Subject to the terms and conditions hereof, the Borrower may borrow, repay make an Optional Prepayment pursuant to Section 2.08 hereof, and reborrow under this Section 2.01 hereof. (b) Provided that no Default or Event of Default is then occurring or would be caused thereby, and provided that the aggregate principal amount of all Revolving Credit Loans outstanding at any time does not exceed the Availability for Revolving Credit Loans, at any time prior to the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not includingTermination Date, the Revolver Termination DateBorrower may request from time to time in writing to the Agent that the Revolving Credit Commitment be increased, by an amount not less than Five Million Dollars ($5,000,000) or a higher integral multiple of Five Million Dollars ($5,000,000), to an amount, in any event, not to exceed One Hundred Fifty Million Dollars ($150,000,000), according to the following procedures: (i) The Borrower shall offer the existing Banks the opportunity to participate in any such increased amount of the Revolving Credit Commitment (such increased amount being referred to as the "Commitment Increase Amount") in accordance with each Bank's Pro Rata Share (each participating Bank being referred to as an "Increasing Bank"). All Advances The existing Banks shall be due under no obligation to participate in any such Commitment Increase Amount and payable no later than any agreement by any Bank to so participate will be in the Revolver Termination Date. Each Advance shallsole discretion of such Bank. (ii) If any Bank declines to, at or within fifteen (15) days of the option delivery of such offer by the Borrower does not, commit in writing to its Pro Rata Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a "Declined Share"), then the Agent may join a new Person (or Persons) to this Agreement (each such Person, an "Augmenting Bank"), who shall be acceptable to the Borrower, be or permit an existing Bank which has already agreed to commit to its Pro Rata Share of any such Commitment Increase Amount, to commit to the Declined Share. If a Base Rate Loan new Person (or Persons) commits to the Declined Share, it (or they) shall join this Agreement pursuant to a LIBOR Loan providedbank joinder and assumption agreement in form and substance reasonably satisfactory to the Agent, howeversetting forth the Revolving Credit Commitment of such new Bank (or Banks), that no LIBOR Loan having an Interest Period pursuant to which such new Bank (or Banks) will become party hereto as of 2the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitment as contemplated herein (A) each Increasing Bank and Augmenting Bank shall make available to the Agent, 3 for the benefit of the other Banks, such amounts in immediately available funds as the Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Banks, each Bank’s portion of the outstanding Revolving Credit Loans of all the Banks to equal its Pro Rata Share of such outstanding Revolving Credit Loans (after giving effect to the increase in the Revolving Credit Commitment occasioned by the addition of the Increasing Bank(s) or 6 months Augmenting Bank(s), or both, as the case may be) and (ii) the Borrower shall be made at deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any time increase in the Revolving Credit Commitment (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a principal amount notice delivered by the Borrower in accordance with the requirements of less than $1,250,000 Section 2.03). Upon the request of the Agent, the Borrower shall execute and deliver to the Agent for the benefit of the Banks any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Agent to evidence or document the increase in the Revolving Credit Commitment, including any amendments hereto, and each of the Banks and each of the Borrower and the Guarantors hereby provides its consent hereto and thereto and each Bank hereby authorizes the Agent, and each of the Borrower and the Guarantors hereby authorizes the Borrower, to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.01 on its behalf without the necessity of any further consent of any Bank or any of the Borrower and the Guarantors. (iv) On the effective date of any increase in the Revolving Credit Commitment as contemplated herein, each Increasing Bank and Augmenting Bank shall irrevocably and unconditionally purchase, and each other Bank shall sell, a Participation and an interest in each outstanding Letter of Credit, any amounts drawn thereunder and in the obligations of the Letter of Credit Account Parties in respect of each such Letter of Credit under this Agreement and the Letter of Credit as the Agent shall determine as being required in order to cause, after giving effect to such increase, each Bank’s Participation and portion of each outstanding Letter of Credit to equal its Pro Rata Share of such outstanding Letter of Credit (after giving effect to the increase in the Revolving Credit Commitment occasioned by the addition of the Increasing Bank(s) or Augmenting Bank(s), or both, as the case may be). (c) The failure of any Bank to make any requested Revolving Credit Loan to be made by it on the date specified for such Revolving Credit Loan shall not relieve any other Bank of its obligation (if any) to make such Revolving Credit Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be made at responsible for the failure by any time in a principal amount of less than $1,000,000other Bank to make such Revolving Credit Loans.

Revolving Credit. Subject to Each Bank agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances its Pro Rata Share of loans (each a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) and issue Letters of Credit pursuant to Section 2.2. to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Termination Date, in an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name on the signature pages hereto under the heading “Revolving Loan Commitment” (such amount as the same may be reduced or increased from time to time pursuant hereto; provided, however, that, after giving effect to the Borrowing of Revolving Loans, the Aggregate Outstanding Credit Exposure shall not exceed the Revolving Loan Commitment. Subject to the other terms and conditions hereof, amounts borrowed under this Section 2.1 may be repaid and reborrowed from time to time. Each Revolving Credit Loan which shall not utilize the Revolving Credit Commitment in full shall be in an amount not less than One Million and No/100 Dollars ($1,000,000.00) in the case of such LenderBase Loans, provided, however, that and One Million and No/100 Dollars ($1,000,000.00) in the Lenders will not case of LIBOR Loans. Any request for a Revolving Credit Loan for a lesser amount shall be required and shall have no obligation to make any such Advance (i) so long made as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any Swing Line Loan. Each advance made in respect of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings Loans shall not exceed be made by each Bank in the Total proportion which that Bank’s Commitment bears to the Revolving Credit Commitment. Within such limits and subject Pursuant to the terms and conditions hereofset forth herein, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (Loans may be outstanding as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination DateBase Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Revolving Credit Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank’s Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount of less than $1,000,000by such other Bank.

Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances loans (each a "Revolving Credit Loan" and collectively, the "Revolving Credit Loans") to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Revolving Credit Commitment of Termination Date, in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such LenderBank's name below, providedas such amount may be reduced pursuant to Section 2.03 (such Bank's "Commitment"), however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate outstanding principal amount of Revolving Credit outstandings Loans and Letter of Credit Obligations at anytime outstanding shall not exceed the Total lesser of (i) the Revolving Credit CommitmentCommitment or (ii) the Borrowing Base. Name of Bank Amount ------------ ------ Bank of Oklahoma, N.A. $14,000,000 U.S. Bank National Association $12,000,000 Bank One, NA $12,000,000 Harris Trust and Savings Bank $12,000,000 Total $50,000,000.00 The Borrowing Base shall be computed on a monthly basis, and Borrower agrees to provide to Agent on the 20th day of each month with regard to the immediately preceding month all information requested in connection therewith, including without limitation a Borrowing Base Certificate. In the event outstanding advances with respect to Qualified Receivables fail to comply with the formula set forth above, by reason of any accounts receivable ceasing to be so qualified, for whatever reason, then Borrower shall immediately notify Agent of such situation and shall, within five (5) Business Days of the imbalance, either (i) reduce the amount of the outstanding balances to bring such amounts within the formula prescribed, or (ii) provide additional Qualified Receivables, without any additional advance being made by the Banks with respect thereto, necessary to comply with the formulas required herein. Within such the limits and subject to the terms and conditions hereofset forth in this Section 2.01, the Borrower may borrow, repay pursuant to Section 2.13, and reborrow under this Section 2.01 at any one time and from time to time. Each Revolving Credit Loan which shall not utilize the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances Commitment in full shall be due in an amount not less than Two Hundred Thousand and payable no later than No/100 Dollars ($200,000.00) in the Revolver Termination Datecase of Prime Loans, and Four Million and No/100 Dollars ($4,000,000.00) in the case of LIBOR Loans. Each Advance shall, at the option advance made in respect of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months Revolving Credit Loans shall be made at any time by each Bank in a principal amount the proportion which that Bank's Commitment bears to the Revolving Credit Commitment. Pursuant to the terms and conditions set forth herein, the Revolving Credit Loans may be outstanding as Prime Loans or LIBOR Loans. Each type of less than $1,250,000 and no LIBOR Revolving Credit Loan having an Interest Period of 1 month shall be made and maintained at such Bank's Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,000,000its obligation (if any) to make such Loan on such date, but no Bank shall be responsible for the failure of any other Bank to make such Loans to be made by such other Bank.

Revolving Credit. REVOLVING CREDIT FACILITY. Subject to the terms and conditions of this Agreementherein set forth and in reliance upon the representations and warranties set forth herein and in the other Credit Documents, each Lender severally agrees to make Advances available to the Borrowers a revolving credit facility (the "REVOLVING CREDIT FACILITY"), pursuant to which each Lender shall make advances (each a "REVOLVING CREDIT LOAN") to any Borrower (or all of them) from time to time to the Borrower during the period from the date hereof Revolving Credit Period, in an amount not to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by exceed such Lender's Applicable Commitment Percentage up Pro Rata Share of the Availability. All Revolving Credit Loans comprising the same advance under this Agreement shall be made by the Lenders simultaneously and proportionately to but not exceeding their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by another Lender to perform its obligations to make a Revolving Credit Loan hereunder nor shall the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not any Lender be required and shall have no obligation to make any such Advance (i) so long as a Default increased or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes decreased as a result of an Event of Default; provided further, however, that immediately after giving effect any such failure. The Revolving Credit Loans outstanding under the Revolving Credit Facility shall be evidenced by Revolving Credit Notes issued to each such Advanceof the Lenders, substantially in the aggregate principal amount form of Revolving Credit outstandings shall not exceed the Total Revolving Credit CommitmentEXHIBIT A hereto (each a "REVOLVING CREDIT NOTE"), with blanks appropriately completed in conformity herewith. Within such limits and subject Subject to the terms and conditions Section 2.03(c) hereof, the Borrower Revolving Credit Loans shall from time to time be (i) LIBOR Loans, (ii) Base Rate Loans, or (iii) a combination thereof, as determined by the Borrowers in accordance with Sections 2.03 and 2.07 hereof, PROVIDED that no Revolving Credit Loan shall be made as a LIBOR Loan after the day that is one (1) month prior to the Revolving Credit Expiration Date. Subject to the provisions of this Agreement, the Borrowers from time to time may borrow, repay and reborrow under Revolving Credit Loans made hereunder at any time during the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000Period.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Bank agrees to extend a Revolving Credit to the Company which may borrowbe availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, repay and reborrow at which time the commitment of the Bank to extend credit under the Revolving Credit Facility shall expire. The Revolving Credit may be utilized by the Company in the form of loans (individually a "REVOLVING CREDIT LOAN" and collectively the "REVOLVING CREDIT LOANS") and Letters of Credit, provided that the aggregate principal amount of Revolving Credit Loans and Letters of Credit (including the Existing Letters of Credit) outstanding at any one time shall not exceed $15,000,000 (the "REVOLVING CREDIT COMMITMENT", as such amount may be reduced pursuant to Section 3.4 hereof). Each Revolving Credit Loan shall be in a minimum amount of $100,000 or such greater amount which is an integral multiple of $25,000; PROVIDED, HOWEVER, that Revolving Credit Loans which bear interest with reference to the Adjusted LIBOR or Offered Rate shall be in such greater amount as is required by Section 2 hereof. Each Revolving Credit Loan shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the "REVOLVING CREDIT NOTE") payable to the order of the Bank in the principal amount of $15,000,000. The Revolving Credit Note shall be dated the date of issuance thereof, be expressed to bear interest as set forth in Section 2 hereof, and be expressed to mature on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than Without regard to the Revolver Termination Date. Each Advance shall, at the option principal amount of the BorrowerRevolving Credit Note stated on its face, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made the actual principal amount at any time in a principal amount outstanding and owing by the Company on account of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month the Revolving Credit Note shall be the sum of all Revolving Credit Loans made at any time under this Section less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Revolving Credit Commitment by borrowing, repaying and reborrowing Revolving Credit Loans in a principal amount whole or in part, all in accordance with the terms and conditions of less than $1,000,000this Agreement.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Bank agrees to extend a Revolving Credit to the Company which may borrowbe availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, repay and reborrow at which time the commitment of the Bank to extend credit under the Revolving Credit Facility on shall expire. The Revolving Credit may be utilized by the Company in the form of loans (individually a “Loan” and collectively the “Loans”) and Letters of Credit, provided that (a) the aggregate principal amount of Loans and Letters of Credit outstanding at any Business Day from one time shall not exceed $45,000,000 (the Closing Date until“Revolving Credit Commitment”, but as such amount may be reduced pursuant to Section 3.4 hereof), and (b) as to borrowings and reborrowings) not includingprovided in Section 1.3(a), the Revolver Termination Dateaggregate amount of Letters of Credit issued and outstanding hereunder shall not at any one time exceed the U.S. Dollar Equivalent of $10,000,000. All Advances Each Loan shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option in a minimum amount of the Borrower, be a Base Rate Loan $100,000 or a LIBOR Loan such greater amount which is an integral multiple of $25,000; provided, however, that no LIBOR Loan having an Interest Period of 2, 3 Loans which bear interest with reference to the Adjusted LIBORTerm SOFR or 6 months Offered Rate shall be in such greater amount as is required by Section 2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”) payable to the order of the Bank in the principal amount of $45,000,000. The Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and be due and payable in full on the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount at any time in a principal amount outstanding and owing by the Company on account of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month the Note shall be the sum of all Loans made at any time under this Section less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Revolving Credit Commitment by borrowing, repaying and reborrowing Loans in a principal amount whole or in part, all in accordance with the terms and conditions of less than $1,000,000this Agreement.

Revolving Credit. Subject to (a) Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances Loans (other than Swing Line Loans) to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or Termination Date in an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount not to exceed at any time outstanding the amount set opposite such Bank's name on the signature pages of Revolving Credit outstandings shall this Agreement (such Bank's obligations to make Loans (other than Swing Line Loans) in such amounts, as reduced or otherwise modified from time to time pursuant to the terms of this Agreement, being herein referred to as such Bank's "Commitment") subject to the limitations set forth in Section 2.01(b). (b) The aggregate amount of Permitted Senior Debt at any one time outstanding may not exceed the Total Revolving Credit CommitmentBorrowing Base as of the most recent Inventory Valuation Date, and no Loan (including a Swing Line Loan) shall be made that would have the effect of increasing the then outstanding amount of the Permitted Senior Debt to an amount exceeding such Borrowing Base, provided that a Loan shall not be deemed to have increased the amount of the Permitted Senior Debt to the extent that the proceeds of such Loan are immediately used to repay a Swing Line Loan theretofore included in the Permitted Senior Debt. No Loans shall be made at any time that any Swing Line Loan is outstanding, except for Loans that are used, on the day on which made, to repay in full the outstanding principal balance of the Swing Line Loans. (c) Each Borrowing which shall not utilize the Commitment in full shall be in an amount not less than One Million Dollars ($1,000,000) and, if in excess thereof, in integral multiples of One Million Dollars ($1,000,000). Each Borrowing shall consist of a Loan made by each Bank in the proportion which that Bank's Commitment bears to the Aggregate Commitments. Within such the limits and subject to of the terms and conditions hereofAggregate Commitments, the Borrower may borrow, repay pursuant to Section 2.11, and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings this Section 2.01. On such terms and reborrowings) not includingconditions, the Revolver Termination Date. All Advances shall Loans may be due and payable no later than the Revolver Termination Dateoutstanding as ABR Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank's Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount by such other Bank. The provisions of less than $1,000,000this Section 2.01(c) shall not apply to Swing Line Loans.

Revolving Credit. Subject to the terms and ---------------- conditions of this Agreementherein set forth and in reliance upon representations and warranties set forth herein and in the other Credit Documents, each Lender severally agrees to make Advances available to the Borrower, a revolving credit facility (the REVOLVING CREDIT FACILITY), pursuant to which each Lender shall make advances (each a REVOLVING CREDIT LOAN) to the Borrower from time to time to the Borrower during the period from the date hereof Revolving Credit Period, in an amount not to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by exceed such Lender's Applicable Commitment Percentage up Pro Rata Share of the Availability. All Revolving Credit Loans comprising the same advance under this Agreement shall be made by the Lenders simultaneously and proportionately to but not exceeding their then respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by another Lender to perform its obligations to make a Revolving Credit Loan hereunder nor shall the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not any Lender be required and shall have no obligation to make any such Advance (i) so long as a Default increased or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes decreased as a result of an Event of Default; provided further, however, that immediately after giving effect any such failure. The Revolving Credit Loans outstanding under the Revolving Credit Facility shall be evidenced by Revolving Credit Notes issued to each such Advanceof the Lenders, substantially in the aggregate principal amount form of Revolving Credit outstandings shall not exceed the Total Revolving Credit CommitmentEXHIBIT A hereto (each a REVOLVING CREDIT NOTE), with blanks appropriately completed in conformity herewith. Within such limits and subject Subject to the terms and conditions Section 2.03(c) hereof, the Revolving Credit Loans shall from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans, or (iii) a combination thereof, as determined by the Borrower in accordance with Sections 2.03 and 2.06 hereof, PROVIDED that no Revolving Credit Loan shall be made as a Eurodollar Loan after the day that is three (3) months prior to the Revolving Credit Expiration Date. Subject to the provisions of this Agreement, the Borrower from time to time may borrow, repay and reborrow under Loans made hereunder at any time during the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000Period.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Bank agrees to extend a Revolving Credit to the Company which may borrowbe availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, repay and reborrow at which time the commitment of the Bank to extend credit under the Revolving Credit Facility on shall expire. The Revolving Credit may be utilized by the Company in the form of loans (individually a "Loan" and collectively the "Loans") and Letters of Credit, provided that the aggregate principal amount of Loans and Letters of Credit outstanding at any Business Day from one time shall not exceed $15,000,000 (the Closing Date until"Revolving Credit Commitment", but (as such amount may be reduced pursuant to borrowings and reborrowings) not including, the Revolver Termination DateSection 3.4 hereof). All Advances Each Loan shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option in a minimum amount of the Borrower, be a Base Rate Loan $100,000 or a LIBOR Loan such greater amount which is an integral multiple of $25,000; provided, however, that no Loans which bear interest with reference to the Adjusted LIBOR Loan having an Interest Period of 2, 3 or 6 months Offered Rate shall be in such greater amount as is required by Section 2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the principal amount of $15,000,000. The Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and be due and payable in full on the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount at any time outstanding and owing by the Company on account of the Note shall be the sum of all Loans made under this Section less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Revolving Credit Commitment by borrowing, repaying and reborrowing Loans in a whole or in part, all in accordance with the terms and conditions of this Agreement. The Company acknowledges that it is justly and truly indebted to the Bank on the Present Loans in the principal amount of less than $1,250,000 0.00 plus accrued and no LIBOR Loan having unpaid interest thereon. Upon satisfaction of the conditions precedent to effectiveness set forth in Section 6 hereof, the Present Loans shall automatically, and without further action on the part of either the Bank or the Company, become evidenced by the Note and, to that extent, the Note is issued in renewal of, and evidences the same indebtedness formerly evidenced by, the Prior Note, as well as evidencing all additional Loans made pursuant hereto. All of the Present Loans shall, for all purposes of this Agreement, be treated as though they constituted Loans under this Agreement in an Interest Period amount equal to the aggregate unpaid principal balance of 1 month the Present Loans made on the date the conditions precedent to effectiveness set forth in Section 6 hereof have been satisfied or duly waived in writing by the Bank. Simultaneously with such satisfaction or waiver of such conditions precedent, any commitment of the Bank under the Prior Credit Agreement shall terminate and all accrued but unpaid interest on the Present Loans and accrued but unpaid letter of credit and commitment fees shall be made at any time in a principal amount of less than $1,000,000due and payable.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Bank agrees to extend a Revolving Credit to the Company which may borrowbe availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, repay and reborrow at which time the commitment of the Bank to extend credit under the Revolving Credit Facility on shall expire. The Revolving Credit may be utilized by the Company in the form of loans (individually a “Loan” and collectively the “Loans”) and Letters of Credit, provided that (a) the aggregate principal amount of Loans and Letters of Credit outstanding at any Business Day from one time shall not exceed $45,000,000 (the Closing Date until“Revolving Credit Commitment”, but as such amount may be reduced pursuant to Section 3.4 hereof), and (b) as to borrowings and reborrowings) not includingprovided in Section 1.3(a), the Revolver Termination Dateaggregate amount of Letters of Credit issued and outstanding hereunder shall not at any one time exceed the U.S. Dollar Equivalent of $10,000,000. All Advances Each Loan shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option in a minimum amount of the Borrower, be a Base Rate Loan $100,000 or a LIBOR Loan such greater amount which is an integral multiple of $25,000; provided, however, that no LIBOR Loan having an Interest Period of 2, 3 Loans which bear interest with reference to the Adjusted Term SOFR or 6 months Offered Rate shall be in such greater amount as is required by Section 2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”) payable to the order of the Bank in the principal amount of $45,000,000. The Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and be due and payable in full on the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount at any time in a principal amount outstanding and owing by the Company on account of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month the Note shall be the sum of all Loans made at any time under this Section less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Revolving Credit Commitment by borrowing, repaying and reborrowing Loans in a principal amount whole or in part, all in accordance with the terms and conditions of less than $1,000,000this Agreement.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000.

Revolving Credit. (a) Subject to the terms and conditions of this Agreement, each Lender of the Banks severally agrees to make Advances loans (the “Revolving Credit Loans”) according to each such Bank’s Pro Rata Share of the Revolving Credit Commitment, to Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Restatement Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding including the Revolving Credit Commitment of such LenderTermination Date, provided, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of all Revolving Credit outstandings shall Loans outstanding at any time does not exceed the Total Availability for Revolving Credit CommitmentLoans. Within such limits and subject Each Revolving Credit Loan which shall not utilize the Availability for Revolving Credit Loans in full shall be in the minimum amount set forth in Section 2.11 hereof. Subject to the terms and conditions hereof, the Borrower may borrow, repay make an Optional Prepayment pursuant to Section 2.08 hereof, and reborrow under this Section 2.01 hereof. (b) Provided that no Default or Event of Default is then occurring or would be caused thereby, and provided that the aggregate principal amount of all Revolving Credit Loans outstanding at any time does not exceed the Availability for Revolving Credit Loans, at any time prior to the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not includingTermination Date, the Revolver Termination DateBorrower may request from time to time in writing to the Agent that the Revolving Credit Commitment be increased, by an amount not less than Five Million Dollars ($5,000,000) or a higher integral multiple of Five Million Dollars ($5,000,000), to an amount, in any event, not to exceed One Hundred Fifty Million Dollars ($150,000,000), according to the following procedures: (i) The Borrower shall offer the existing Banks the opportunity to participate in any such increased amount of the Revolving Credit Commitment (such increased amount being referred to as the “Commitment Increase Amount”) in accordance with each Bank’s Pro Rata Share (each participating Bank being referred to as an “Increasing Bank”). All Advances The existing Banks shall be due under no obligation to participate in any such Commitment Increase Amount and payable no later than any agreement by any Bank to so participate will be in the Revolver Termination Date. Each Advance shallsole discretion of such Bank. (ii) If any Bank declines to, at or within fifteen (15) days of the option delivery of such offer by the Borrower does not, commit in writing to its Pro Rata Share of any such Commitment Increase Amount (such declined portion of the Commitment Increase Amount being referred to as a “Declined Share”), then the Agent may join a new Person (or Persons) to this Agreement (each such Person, an “Augmenting Bank”), who shall be acceptable to the Borrower, be or permit an existing Bank which has already agreed to commit to its Pro Rata Share of any such Commitment Increase Amount, to commit to the Declined Share. If a Base Rate Loan new Person (or Persons) commits to the Declined Share, it (or they) shall join this Agreement pursuant to a LIBOR Loan providedbank joinder and assumption agreement in form and substance reasonably satisfactory to the Agent, howeversetting forth the Revolving Credit Commitment of such new Bank (or Banks), that no LIBOR Loan having an Interest Period pursuant to which such new Bank (or Banks) will become party hereto as of 2the effective date thereof. (iii) On the effective date of any increase in the Revolving Credit Commitment as contemplated herein (A) each Increasing Bank and Augmenting Bank shall make available to the Agent, 3 for the benefit of the other Banks, such amounts in immediately available funds as the Agent shall determine as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Banks, each Bank’s portion of the outstanding Revolving Credit Loans of all the Banks to equal its Pro Rata Share of such outstanding Revolving Credit Loans (after giving effect to the increase in the Revolving Credit Commitment occasioned by the addition of the Increasing Bank(s) or 6 months Augmenting Bank(s), or both, as the case may be) and (ii) the Borrower shall be made at deemed to have repaid and reborrowed all outstanding Revolving Credit Loans as of the date of any time increase in the Revolving Credit Commitment (with such reborrowing to consist of Revolving Credit Loans subject to the same interest rate options provided herein, with related Interest Periods if applicable, specified in a principal amount notice delivered by the Borrower in accordance with the requirements of less than $1,250,000 Section 2.03). Upon the request of the Agent, the Borrower shall execute and deliver to the Agent for the benefit of the Banks any and all Notes and other documents, instruments, and agreements necessary or advisable in the reasonable judgment of the Agent to evidence or document the increase in the Revolving Credit Commitment, including any amendments hereto, and each of the Banks and each of the Borrower and the Guarantors hereby provides its consent hereto and thereto and each Bank hereby authorizes the Agent, and each of the Borrower and the Guarantors hereby authorizes the Borrower, to execute any such documents, instruments, and agreements consistent with the terms of this Section 2.01 on its behalf without the necessity of any further consent of any Bank or any of the Borrower and the Guarantors. (iv) On the effective date of any increase in the Revolving Credit Commitment as contemplated herein, each Increasing Bank and Augmenting Bank shall irrevocably and unconditionally purchase, and each other Bank shall sell, a Participation and an interest in each outstanding Letter of Credit, any amounts drawn thereunder and in the obligations of the Letter of Credit Account Parties in respect of each such Letter of Credit under this Agreement and the Letter of Credit as the Agent shall determine as being required in order to cause, after giving effect to such increase, each Bank’s Participation and portion of each outstanding Letter of Credit to equal its Pro Rata Share of such outstanding Letter of Credit (after giving effect to the increase in the Revolving Credit Commitment occasioned by the addition of the Increasing Bank(s) or Augmenting Bank(s), or both, as the case may be). (c) The failure of any Bank to make any requested Revolving Credit Loan to be made by it on the date specified for such Revolving Credit Loan shall not relieve any other Bank of its obligation (if any) to make such Revolving Credit Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be made at responsible for the failure by any time in a principal amount of less than $1,000,000other Bank to make such Revolving Credit Loans.

Revolving Credit. A. Subject to and upon the terms and conditions of this Agreementherein set forth, each Lender severally Bank agrees to make Advances lend to the Borrower from time to time to time, until the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage Date, amounts hereunder up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount not to exceed at any one time outstanding its Commitment hereunder. The total amount of the Revolving Loans and Letters of Credit outstandings issued and outstanding shall not exceed $185,000,000.00 (the "Total Revolving Credit Commitment"). Within such the limits and subject to the terms and conditions hereofof each Bank's Commitment, the Borrower may borrow, repay prepay pursuant to Section 1.11, and reborrow under this Section 1. 1. Each Borrowing under this Article I (a "Revolving Loan," and, collectively, the "Revolving Credit Facility on any Business Day Loans") shall be, (i) in the case of Eurodollar Loans, not less than $500,000 and an integral multiple of $50,000 from each Bank and, (ii) in the case of Prime Loans, in an aggregate principal amount from all the Banks of not less than $1,000,000 and an integral multiple of $100,000, and shall be made simultaneously from the Closing Date untilBanks ratably according to their respective Commitments. Upon the Effective Date, but all Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement shall become Revolving Loans hereunder and Borrower shall thereby have liability for such outstanding amounts. B. If the Borrower wishes to borrowings extend the then applicable Termination Date for an additional 12-month period and reborrowings) not includingso long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing the Borrower shall, the Revolver Termination Date. All Advances shall be due and payable no later than six (6) months prior to the Revolver Termination Date, give Notice to the Agent of such request. Each Advance Upon receipt of such Notice, the Agent shall transmit the same to the Banks, which shall, not later than three (3) months prior to the Termination Date, give the Agent Notice as to whether each such Bank consents to the proposed extension. If all of the Banks consent, the then applicable Termination Date shall be extended for 12 months. If any Bank does not consent, the then applicable Termination Date shall remain in full force and effect. Notwithstanding the foregoing provisions of this Section 1.1B, if the Termination Date has not been so extended, such additional lender(s) (the "Replacement Lenders") as agree at the option election and invitation of the BorrowerBorrower to become parties to this Agreement shall have the option to purchase from the Bank(s) that did not so consent (the "Departing Bank(s)"), be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months and the Departing Bank(s) shall be made at required to sell, prior to the Termination Date, all or any time in portion of the Note(s) then held by the Departing Bank(s); provided however that the Commitment of any Replacement Lender, after such -------- ------- purchase, shall not be less than $5,000,000. To the extent the Replacement Lenders elect to purchase less than 100% of the Note(s) of the Departing Bank(s), those Banks that would have elected to extend the Termination Date (the "Continuing Banks") shall have the option to purchase, and the Departing Bank(s) shall be required to sell, prior to the Termination Date, all or any of the remaining portion of such Note(s), without recourse to or warranty by (other than a warranty from each Departing Bank as to the principal amount of the Loans being purchased from such Departing Bank), or expense to, such Departing Bank(s). In the case of any purchase of 100% of such Notes, (i) the Departing Banks shall no longer have any obligations hereunder (other than those, if any, as have been accrued before the date of such purchase) and shall no longer constitute Banks for purposes of this Agreement, and (ii) this Agreement shall continue in full force and effect, and the Continuing Banks and such Replace- ment Lenders shall then constitute the Banks hereunder, and (iii) the then applicable Termination Date shall be extended for 12 months. Each Continuing Bank's Commitment shall be increased in, and each Replacement Bank's Commitment shall be, an amount equal to the pro rata share of the Departing Banks' Commitments represented by the Note(s) or portion(s) thereof purchased by such Continuing Bank or Replacement Bank. Upon completing any purchase pursuant to this Section 1.1B and upon executing an appropriate Amendment to this Agreement, each Replacement Lender shall become a Bank hereunder to the extent of their respective Commitment. If the Continuing Banks and/or such Replacement Lenders elect to purchase less than $1,250,000 and 100% of the Notes then held by the Departing Banks, then no LIBOR Loan having an Interest Period of 1 month purchase shall be made at deemed to have occurred and each Departing Bank shall make a Term Loan, as of the Termination Date, pursuant to Sections 1.5 and 1.6, in the amount of their respective Commitments. In the case of the issuance of such Term Note, this Agreement shall continue in full force and effect and the Continuing Banks, any time in a Replacement Lenders and any Departing Banks holding such Term Notes shall then constitute the Banks hereunder. The purchase price of Notes held by Departing Banks shall be the outstanding principal amount thereof as of less than $1,000,000the date of purchase. Interest accrued on such Notes and accrued Facility Fees shall remain payable as provided in this Agreement and upon receipt thereof by the Agent shall be apportioned among the sellers and purchasers of such Notes pro rata according to the period each has held such Note or any portion thereof and the applicable interest rates during such period.

Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances loans (the "Revolving Credit Loans") to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Revolving Credit Termination Date in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such Bank's name below (such Bank's "Commitment"): Name of Bank Amount ------------ ------ SUPERIOR FEDERAL BANK $5,000,000 GREAT SOUTHERN BANK $5,000,000 COMMUNITY BANK $5,000,000 ARKANSAS STATE BANK $2,000,000 BANK OF ARKANSAS, N.A. $1,000,000 BANK OF OKLAHOMA, N.A. $19,000,000 Total *$37,000,000 * After the Additional Lender Commitment of such LenderDate, the total will increase to $39,500,000. provided, however, that the Lenders will aggregate outstanding principal amount of advances at any time outstanding shall not be required and shall have no obligation to make any such Advance exceed the lesser of: (i) so long as a Default or an Event of Default has occurred $37,000,000 prior to the Additional Lender Commitment Date, and is continuing $39,500,000 after the Additional Lender Commitment Date; or (ii) if the Borrowing Base. Such Borrowing Base shall be computed on a monthly basis, and Borrower agrees to provide Agent, on or before the 15th of each month with regard to the immediately preceding month (or more frequently as reasonably required by Agent has accelerated from time to time), all information requested in connection therewith, including without limitation the maturity Borrowing Base Certificate. In the event that the Borrowing Base is less than the Aggregate Revolver Outstanding , the Borrower shall immediately notify Agent of any such situation and shall, within five (5) Business Days of the Notes as a result of an Event of Default; provided furtherimbalance, however, that immediately after giving effect to each such Advance, either (i) reduce the aggregate principal amount of the outstanding balances to bring such amounts within the formulas prescribed, or (ii) provide additional Eligible Vehicle Contracts, without any additional advance being made by any Bank with respect thereto, necessary to comply with the formulas required herein. Each Loan made in respect of the Revolving Credit outstandings Loans shall not exceed the Total Revolving Credit Commitmentbe made by each Bank in its Pro Rata Share. Within such the limits and subject to of the terms and conditions hereofCommitment, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings this Section 2.01. On such terms and reborrowings) not includingconditions, the Revolver Termination Date. All Advances shall Loans may be due and payable no later than the Revolver Termination Dateoutstanding as Prime Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank's Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Revolving Credit Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount of less than $1,000,000by such other Bank.

Revolving Credit. Subject A revolving credit facility available as loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the terms Borrowers on a revolving basis at any time and conditions of this Agreement, each Lender severally agrees to make Advances from time to time from the Closing Date to the Borrower Termination Date, during which period the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Borrowers may borrow, repay and reborrow under in accordance with the provisions hereof, provided, the unpaid principal amount of outstanding Revolving Loans and Swingline Loans of a Bank shall not at any time exceed the Revolving Credit Facility Commitment Amount of such Bank; and provided, further, that no Revolving Loan nor and any Swing-Line Loan will be made in any amount which, after giving effect thereto, would cause the Total Revolving Outstandings to exceed lesser of (i) the Aggregate Revolving Commitment Amounts, or (ii) the Borrowing Base. Revolving Loans hereunder shall be made by the several Banks ratably in the proportion of their respective Revolving Commitment Amounts. The Revolving Loans may be obtained and maintained, at the election of the Borrowers’ Agent but subject to the limitations hereof, as Prime Rate Advances or Eurocurrency Rate Advances or Foreign Currency Advances or any combination thereof. Notwithstanding anything to the contrary, (a) the Borrowers shall ensure that the aggregate amount of initial Revolving Loans made on any Business Day from the Closing Date untilshall not exceed $15,000,000 and (b) unless and until a Foreign Currency Addendum becomes effective, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months Revolving Loans shall be made as Foreign Currency Advances (except for any Revolving Loans constituting Foreign Currency Advances that are requested to be made as such on the Closing Date). The aggregate outstanding amount of Foreign Currency Advances for Revolving Loans shall in no case exceed the Foreign Currency Sublimit. Except as otherwise set forth in a Foreign Currency Addendum, there shall be no more than five Foreign Currency Advances for Revolving Loans outstanding at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000time.

Revolving Credit. (a) Subject to the terms and conditions of this Agreementhereof, each Lender severally the Bank agrees to make Advances loans to the Company from time to time on a revolving basis (the "Revolving Credit") in an aggregate principal amount at any one time outstanding not to exceed $15,000,000 (the "Commitment", as such amount may be reduced pursuant to Section 3.3 hereof). The Revolving Credit shall be available to the Borrower Company by means of Domestic Rate Loans, LIBOR Loans, Adjusted CD Rate Loans or Offered Rate Loans and may, subject to all the terms and conditions hereof, be availed of by the Company from time to time, and borrowings thereunder may be repaid and used again, during the period from the date hereof to and including the Revolver Termination Date on a pro rata basis as to Date, at which time the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but shall expire. The initial Loan hereunder shall be in an amount not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, less than the aggregate unpaid principal amount of Revolving the loans outstanding (other than the loans described on Exhibit B hereto) under that certain Credit outstandings Agreement dated as of October 31, 1985 as amended between the Company and the Bank (the "1985 Credit Agreement"). Simultaneously with the making of the initial Loan hereunder, the Company shall not exceed the Total Revolving Credit Commitment. Within such limits and subject pay to the terms Bank all unpaid interest and conditions hereof, commitment fees accrued to the Borrower may borrow, repay and reborrow date of such initial Loan on the loans outstanding under the Revolving Credit Facility 1985 Agreement (other than the loans described on any Business Day from Exhibit B hereto). The proceeds of the Closing Date untilinitial Loan hereunder shall be applied by the Bank in repayment of the loans outstanding under the 1985 Agreement (other than the Loans described on Exhibit B hereto) at which time the commitment of the Bank under the 1985 Agreement shall terminate. (b) All Loans shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note"). The Note shall be dated the date of issuance thereof, but (be payable to the order of the Bank in the principal amount of $15,000,000, be expressed to bear interest as provided in Section 2 hereof and be expressed to borrowings and reborrowings) not including, mature on the Revolver Termination Date. All Advances shall be due and payable no later than Without regard to the Revolver Termination Date. Each Advance shall, at the option principal amount of the BorrowerNote stated on its face, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made the actual principal amount at any time in a principal amount outstanding and owing by the Company on account of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month the Note shall be the sum of all Loans made at any time in a under this Agreement less all payments of principal amount of less than $1,000,000actually received by the Bank.

Revolving Credit. A. Subject to and upon the terms and conditions herein set forth, each Bank agrees to lend to the Borrowers from time to time, until the Termination Date, amounts hereunder up to an aggregate principal amount not to exceed at any one time outstanding its Commitment hereunder. The total amount of the Revolving Loans shall not exceed $155,000,000 (the "Total Commitment"). Within the limits of each Bank's Commitment, the Borrowers may borrow, prepay pursuant to Section 1.11, and reborrow under this Section 1. 1. Each Borrowing under this Article I (a "Revolving Loan," and, collectively, the "Revolving Loans") shall be, (i) in the case of Eurodollar Loans or CD Loans, not less than $500,000 and an integral multiple of $50,000 from each Bank and, (ii) in the case of Prime Loans, in an aggregate principal amount from all the Banks of not less than $1,000,000 and an integral multiple of $100,000, and shall be made simultaneously from the Banks ratably according to their respective Commitments. Upon the Effective Date, all Revolving Loans (as defined in the Existing Agreement) outstanding under the Existing Agreement shall become Revolving Loans hereunder and Parent and A & B-Hawaii shall thereby have liability, jointly and severally, for such outstanding amounts. B. Not later than November 30 of each year in which the Borrowers are eligible to borrow Revolving Loans, commencing with November 30, 1997, if the Borrowers wish to extend the then applicable Termination Date for an additional 12-month period and so long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing they shall give Notice to the Agent. Upon receipt of such Notice, the Agent shall transmit the same to the Banks, which shall, not later than December 31 of such year, give the Agent Notice as to whether each such Bank consents to the proposed extension. If all of the Banks consent, the then applicable Termination Date shall be extended for 12 months. If any Bank does not consent, the then applicable Termination Date shall remain in full force and effect. Notwithstanding the foregoing provisions of this Section 1.1B, if the Termination Date has not been --- so extended, such additional lender(s) (the "Replacement Lenders") as agree at the election and invitation of the Borrowers to become parties to this Agree- ment shall have the option to purchase from the Bank(s) that did not so consent (the "Departing Bank(s)"), and the Departing Bank(s) shall be required to sell, as of November 30 of the next year, all or any portion of the Note(s) then held by the Departing Bank(s); provided however that the Commitment of any Replace- -------- ------- ment Lender, after such purchase, shall not be less than $5,000,000. To the extent the Replacement Lenders elect to purchase less than 100% of the Note(s) of the Departing Bank(s), those Banks that would have elected to extend the Termination Date (the "Continuing Banks") shall have the option to purchase, and the Departing Bank(s) shall be required to sell, as of such November 30, all or any of the remaining portion of such Note(s), without recourse to or warranty by (other than a warranty from each Departing Bank as to the principal amount of the Loans being purchased from such Departing Bank), or expense to, such Departing Bank(s). In the case of any purchase of 100% of such Notes, (i) the Departing Banks shall no longer have any obligations hereunder (other than those, if any, as have been accrued before the date of such purchase) and shall no longer constitute Banks for purposes of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if this Agreement shall continue in full force and effect, and the Agent has accelerated Continuing Banks and such Replace- ment Lenders shall then constitute the maturity Banks hereunder, and (iii) the then applicable Termination Date shall be extended for 12 months. Each Continuing Bank's Commitment shall be increased in, and each Replacement Bank's Commitment shall be, an amount equal to the pro rata share of the Departing Banks' Commit- ments represented by the Note(s) or portion(s) thereof purchased by such Continuing Bank or Replacement Bank. Upon completing any purchase pursuant to this Section 1.1B and upon executing an appropriate Amendment to this Agree- ment, each Replacement Lender shall become a Bank hereunder to the extent of their respective Commitment. If the Continuing Banks and/or such Replacement Lenders elect to purchase less than 100% of the Notes then held by the Departing Banks, then no purchase shall be deemed to have occurred and each Departing Bank shall make a Term Loan, as a result of an Event such November 30, pursuant to Sections 1.5 and 1.6, in the amount of Default; provided furthertheir respective Commitments. In the case of the issuance of such Term Note, howeverthis Agreement shall continue in full force and effect and the Continuing Banks, that immediately after giving effect to each any Replacement Lenders and any Departing Banks holding such Advance, Term Notes shall then constitute the aggregate Banks hereunder. The purchase price of Notes held by Departing Banks shall be the outstanding principal amount thereof as of Revolving Credit outstandings the date of purchase. Interest accrued on such Notes and accrued Commitment Fees shall not exceed remain payable as provided in this Agreement and upon receipt thereof by the Total Revolving Credit Commitment. Within Agent shall be apportioned among the sellers and purchasers of such limits and subject Notes pro rata according to the terms period each has held such Note or any portion thereof and conditions hereof, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000applicable interest rates during such period.

Revolving Credit. Subject to the terms and conditions of this Agreementhereof, each Lender severally agrees to make Advances extend a revolving credit (the "Revolving Credit") to the Company which may be availed of by the Company from time to time to the Borrower time, and borrowings thereunder may be repaid and used again, during the period from the date hereof to and including the Revolver Termination Date on a pro rata basis Date, at which time the commitments of the Lenders to extend credit under the Revolving Credit shall expire. The maximum amount of the Revolving Credit which each Lender party hereto as of the date hereof agrees to extend to the total Borrowing requested by the Borrower on any day determined by Company shall be as set forth below opposite such Lender's Applicable Commitment Percentage up to but not exceeding the name: Xxxxxx Trust and Savings Bank $30,000,000 33.3333334% Firstar Bank Milwaukee, N.A. $20,000,000 22.2222222% The Northern Trust Company $20,000,000 22.0000000% Bank One, Milwaukee, NA $20,000,000 22.2222222% ----------- ----------- Total $90,000,000 100.00% The Revolving Credit Commitment may be utilized by the Company in the form of such LenderLoans and Letters of Credit, providedall as more fully hereinafter set forth, however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Loans and Letters of Credit outstandings outstanding at any one time shall not exceed the Total Revolving Available Commitments. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Commitments by borrowing, repaying and reborrowing Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit Commitment. Within expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such limits drawing, and subject to having the Agent issue new Letters of Credit, all in accordance with the terms and conditions hereofof this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Available Commitments is necessary, the Borrower may borrowLoans and Letters of Credit shall be deemed to utilize the Available Commitments. The obligations of the Lenders hereunder are several and not joint, repay and reborrow no Lender shall under any circumstances be obligated to extend credit under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option in excess of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000its Available Commitment.

Revolving Credit. Subject 2.1.1 Except as provided in Section 2.1.2 hereof and subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings Total Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 one month shall be made at any time in a principal amount of less than $1,000,000. 2.1.2 Until such time as the Borrower and its Material Subsidiaries shall grant to the Lenders a first priority security interest in their domestic accounts receivable and domestic inventory and all documentation necessary to grant and perfect such security interest shall have been completed to the Agent's reasonable satisfaction, the principal amount of Total Outstandings shall not exceed $5,000,000. 2.1.3 At any time on or prior to the date 90 days after the Closing, the Borrower may (so long as no Event of Default has occurred and is continuing) request that either Lender increase its Commitment up to an amount that would increase the Total Commitment to no more than $50,000,000. If neither Lender is willing to increase its Commitment, the Borrower may during such period (so long as no Event of Default has occurred and is continuing) by irrevocable written notice to the Agent, request on one occasion that the Total Commitment be increased to an amount not greater than $50,000,000 by engaging Fleet Securities, Inc. (the "Arranger") to locate one or more additional Lenders to hold Commitments for the requested increase (the "Syndication"). Fleet shall cause the Arranger to use commercially reasonable efforts to locate such additional Lenders including any potential lenders proposed by the Borrower. The Borrower shall provide all information requested by the Arranger and reasonably necessary for the successful completion of the Syndication, which information will be distributed on a confidential basis to selected financial institutions. In addition, the management of the Borrower, will, at the request of the Agent or the Arranger, make themselves and their advisors available at reasonable times to meet with and answer questions of potential lenders. In the event that the Borrower engages the Arranger, the Borrower shall not offer, or permit any of its Subsidiaries to offer, any debt or equity securities (other than Common Stock of the Borrower) prior to the completion of the Syndication except with the prior written consent of the Agent and the Arranger. The Borrower shall pay the Arranger an engagement fee as provided in a separate writing between the Borrower and the Arranger, of which one-half shall be payable on the date the Arranger is engaged and the balance shall be payable on the date on which a closing on the Syndication shall occur.

Revolving Credit. Subject 2.1.1 Except as provided in Section 2.1.2 hereof and subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings Total Outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made at any time in a principal amount of less than $1,250,000 and no LIBOR Loan having an Interest Period of 1 one month shall be made at any time in a principal amount of less than $1,000,000. 2.1.2 At any time on or prior to the date 90 days after the Closing, the Borrower may (so long as no Event of Default has occurred and is continuing) request that either Lender increase its Commitment up to an amount that would increase the Total Commitment to no more than $50,000,000. If neither Lender is willing to increase its Commitment, the Borrower may during such period (so long as no Event of Default has occurred and is continuing) by irrevocable written notice to the Agent, request on one occasion that the Total Commitment be increased to an amount not greater than $50,000,000 by engaging Fleet Securities, Inc. (the "Arranger") to locate one or more additional Lenders to hold Commitments for the requested increase (the "Syndication"). Fleet shall cause the Arranger to use commercially reasonable efforts to locate such additional Lenders including any potential lenders proposed by the Borrower. The Borrower shall provide all information requested by the Arranger and reasonably necessary for the successful completion of the Syndication, which information will be distributed on a confidential basis to selected financial institutions. In addition, the management of the Borrower, will, at the request of the Agent or the Arranger, make themselves and their advisors available at reasonable times to meet with and answer questions of potential lenders. In the event that the Borrower engages the Arranger, the Borrower shall not offer, or permit any of its Subsidiaries to offer, any debt or equity securities (other than Common Stock of the Borrower) prior to the completion of the Syndication except with the prior written consent of the Agent and the Arranger. The Borrower shall pay the Arranger an engagement fee as provided in a separate writing between the Borrower and the Arranger, of which one-half shall be payable on the date the Arranger is engaged and the balance shall be payable on the date on which a closing on the Syndication shall occur.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") to the Borrower which may borrowbe availed of by the Borrower from time to time during the period from and including the date hereof to, repay and reborrow but not including, the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit Facility on shall expire. The Revolving Credit may be utilized by the Borrower in the form of Loans, all as more fully hereinafter set forth, provided that the aggregate principal amount of Loans outstanding at any Business Day one time shall not exceed $37,500,000 (the "Commitment", as such amount may be reduced pursuant to the terms hereof). During the period from and including the Closing Date untildate hereof to, but (as to borrowings and reborrowings) not including, the Revolver Termination Date, the Borrower may use the Commitment by borrowing, repaying, and reborrowing Loans in whole or in part. In addition, at any time not earlier than 90 days prior to, nor later than 60 days prior to, the Termination Date (referred to for this purpose as the "Anniversary Date"), the Borrower may request that the Bank extend the then scheduled Termination Date to the date one year from such Termination Date. All Advances The Bank shall be due respond to such request no later than 30 days after the Bank receives it; provided that the Bank shall have no liability for failing to respond to any such request and payable the Bank's failure to respond by such date shall indicate its unwillingness to agree to such requested extension. At any time more than 30 days before such Anniversary Date the Bank may propose, by written notice to the Borrower, an extension of this Agreement to such later date on such terms and conditions as the Bank may then require. If the extension of this Agreement to such later date is acceptable to the Borrower on the terms and conditions proposed by the Bank, the Borrower shall notify the Bank of its acceptance of such terms and conditions no later than the Revolver Anniversary Date, and such later date will become the Termination Date. Each Advance shallDate hereunder and this Agreement shall otherwise be amended in the manner described in the Bank's notice proposing the extension of this Agreement upon the Bank's receipt of (i) an amendment to this Agreement signed by the Borrower and the Bank, at the option (ii) resolutions of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having 's Board of Directors authorizing such extension and (iii) an Interest Period opinion of 2, 3 or 6 months shall be made at any time counsel to the Borrower equivalent in a principal amount form and substance to the opinion delivered in satisfaction of less than $1,250,000 the condition contained in Section 7.2(g) hereof and no LIBOR Loan having an Interest Period of 1 month shall be made at any time in a principal amount of less than $1,000,000otherwise acceptable to the Bank.

Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances loans (each a “Revolving Credit Loan” and collectively, the “Revolving Credit Loans”) to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Revolving Credit Commitment of Termination Date, in an aggregate principal amount not to exceed at any time outstanding the amount set opposite such LenderBank’s name below, providedas such amount may be reduced pursuant to Section 2.03 (such Bank’s “Commitment”), however, provided that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate outstanding principal amount of Revolving Credit outstandings Loans and Letter of Credit Obligations at anytime outstanding shall not exceed the Total Revolving Credit Commitment. Within such limits Name of Bank Amount Bank of Oklahoma, N.A. $ 24,000,000 U.S. Bank National Association $ 18,000,000 JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA)$23,000,000 Xxxxxx Trust and subject Savings Bank $ 23,000,000 LaSalle Bank National Association $ 22,000,000 Total $ 110,000,000.00 Each Revolving Credit Loan which shall not utilize the Revolving Credit Commitment in full shall be in an amount not less than Two Hundred Thousand and No/100 Dollars ($200,000.00) in the case of Prime Loans, and Four Million and No/100 Dollars ($4,000,000.00) in the case of LIBOR Loans. Each advance made in respect of the Revolving Credit Loans shall be made by each Bank in the proportion which that Bank’s Commitment bears to the Revolving Credit Commitment. Pursuant to the terms and conditions hereofset forth herein, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (Loans may be outstanding as to borrowings and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination DatePrime Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Revolving Credit Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank’s Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount of less than $1,000,000by such other Bank.

Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances the Revolving Credit Loans to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Termination Date in an aggregate principal amount not to exceed at any time outstanding the aggregate Revolving Credit Commitment of such Lender, provided, however, that the Lenders will aggregate outstanding principal amount of advances at any time outstanding shall not be required and shall have no obligation to make any such Advance exceed the lesser of: (i) so long as a Default or an Event of Default has occurred and is continuing the aggregate Revolving Credit Commitment; or (ii) if the Borrowing Base. Such Borrowing Base shall be computed on a monthly basis, and Borrower agrees to provide Agent, on or before the 15th of each month with regard to the immediately preceding month (or more frequently as reasonably required by Agent has accelerated from time to time), all information requested in connection therewith, including without limitation the maturity Borrowing Base Certificate. In the event that the Borrowing Base is less than the Aggregate Revolver Outstanding, the Borrower shall immediately notify Agent of any such situation and shall, within five (5) Business Days of the Notes as a result of an Event of Default; provided furtherimbalance, however, that immediately after giving effect to each such Advance, either (i) reduce the aggregate principal amount of the outstanding balances to bring such amounts within the formulas prescribed, or (ii) provide additional Eligible Vehicle Contracts, without any additional advance being made by any Bank with respect thereto, necessary to comply with the formulas required herein. Each Loan made in respect of the Revolving Credit outstandings Loans shall not exceed the Total Revolving Credit Commitmentbe made by each Bank in its Pro Rata Share. Within such the limits and subject to of the terms and conditions hereofCommitment, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings this Section 2.01. On such terms and reborrowings) not includingconditions, the Revolver Termination Date. All Advances shall Loans may be due and payable no later than the Revolver Termination Dateoutstanding as Prime Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank’s Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Revolving Credit Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount of less than $1,000,000by such other Bank.”

Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions of this Agreementhereinafter set forth, each Lender severally agrees to make Advances the Revolving Credit Loans to the Borrower from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage of this Agreement up to but not exceeding including the Termination Date in an aggregate principal amount not to exceed at any time outstanding the aggregate Revolving Credit Commitment of such Lender, provided, however, that the Lenders will aggregate outstanding principal amount of advances at any time outstanding shall not be required and shall have no obligation to make any such Advance exceed the lesser of: (i) so long as a Default or an Event of Default has occurred and is continuing the aggregate Revolving Credit Commitment; or (ii) if the Borrowing Base. Such Borrowing Base shall be computed on a monthly basis, and Borrower agrees to provide Agent, on or before the 15th of each month with regard to the immediately preceding month (or more frequently as reasonably required by Agent has accelerated from time to time), all information requested in connection therewith, including without limitation the maturity Borrowing Base Certificate. In the event that the Borrowing Base is less than the Aggregate Revolver Outstanding, the Borrower shall immediately notify Agent of any such situation and shall, within five (5) Business Days of the Notes as a result of an Event of Default; provided furtherimbalance, however, that immediately after giving effect to each such Advance, either (i) reduce the aggregate principal amount of the outstanding balances to bring such amounts within the formulas prescribed, or (ii) provide additional Eligible Vehicle Contracts, without any additional advance being made by any Bank with respect thereto, necessary to comply with the formulas required herein. Each Loan made in respect of the Revolving Credit outstandings Loans shall not exceed the Total Revolving Credit Commitmentbe made by each Bank in its Pro Rata Share. Within such the limits and subject to of the terms and conditions hereofCommitment, the Borrower may borrow, repay and reborrow under the Revolving Credit Facility on any Business Day from the Closing Date until, but (as to borrowings this Section 2.01. On such terms and reborrowings) not includingconditions, the Revolver Termination Date. All Advances shall Loans may be due and payable no later than the Revolver Termination Dateoutstanding as Prime Loans or LIBOR Loans. Each Advance shall, at the option type of the Borrower, be a Base Rate Loan or a LIBOR Loan provided, however, that no LIBOR Loan having an Interest Period of 2, 3 or 6 months shall be made and maintained at such Bank’s Lending Office for such type of Loan. The failure of any time in a principal amount Bank to make any requested Revolving Credit Loan to be made by it on the date specified for such Loan shall not relieve any other Bank of less than $1,250,000 and its obligation (if any) to make such Loan on such date, but no LIBOR Loan having an Interest Period of 1 month Bank shall be responsible for the failure of any other Bank to make such Loans to be made at any time in a principal amount of less than $1,000,000by such other Bank.

Revolving Credit. Subject to the terms and conditions of this Agreement, each Lender severally agrees to make Advances from time to time to the Borrower during the period from the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall not exceed the Total Revolving Credit Commitment. Within such limits and subject to the terms and conditions hereof, the Borrower Bank agrees to extend a Revolving Credit to the Company which may borrowbe availed of by the Company from time to time during the period from and including the date hereof to but not including the Termination Date, repay and reborrow at which time the commitment of the Bank to extend credit under the Revolving Credit Facility on shall expire. The Revolving Credit may be utilized by the Company in the form of loans (individually a “Loan” and collectively the “Loans”) and Letters of Credit, provided that (a) the aggregate principal amount of Loans and Letters of Credit outstanding at any Business Day from one time shall not exceed $25,000,00045,000,000 (the Closing Date until“Revolving Credit Commitment”, but as such amount may be reduced pursuant to Section 3.4 hereof) and (b) as to borrowings and reborrowings) not includingprovided in Section 1.3(a), the Revolver Termination Dateaggregate amount of Letters of Credit issued and outstanding hereunder shall not at any one time exceed the U.S. Dollar Equivalent of $5,000,000.10,000,000. All Advances Each Loan shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option in a minimum amount of the Borrower, be a Base Rate Loan $100,000 or a LIBOR Loan such greater amount which is an integral multiple of $25,000; provided, however, that no Loans which bear interest with reference to the Adjusted LIBOR Loan having an Interest Period of 2, 3 or 6 months Offered Rate shall be in such greater amount as is required by Section 2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company in the form (with appropriate insertions) attached hereto as Exhibit A (the “Note”) payable to the order of the Bank in the principal amount of $25,000,000.45,000,000. The Note shall be dated the date of issuance thereof and be expressed to bear interest as set forth in Section 2 hereof. The Note, and all Loans evidenced thereby, shall mature and be due and payable in full on the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount at any time outstanding and owing by the Company on account of the Note shall be the sum of all Loans made under this Section less all payments of principal actually received by the Bank. During the period from and including the date hereof to but not including the Termination Date, the Company may use the Revolving Credit Commitment by borrowing, repaying and reborrowing Loans in a whole or in part, all in accordance with the terms and conditions of this Agreement. The Company acknowledges that it is justly and truly indebted to the Bank on the Present Loans in the principal amount of less than $1,250,000 0.00 plus accrued and no LIBOR Loan having unpaid interest thereon. Upon satisfaction of the conditions precedent to effectiveness set forth in Section 6 hereof, the Present Loans shall automatically, and without further action on the part of either the Bank or the Company, become evidenced by the Note and, to that extent, the Note is issued in renewal of, and evidences the same indebtedness formerly evidenced by, the Prior Note, as well as evidencing all additional Loans made pursuant hereto. All of the Present Loans shall, for all purposes of this Agreement, be treated as though they constituted Loans under this Agreement in an Interest Period amount equal to the aggregate unpaid principal balance of 1 month the Present Loans made on the date the conditions precedent to effectiveness set forth in Section 6 hereof have been satisfied or duly waived in writing by the Bank. Simultaneously with such satisfaction or waiver of such conditions precedent, any commitment of the Bank under the Prior Credit Agreement shall terminate and all accrued but unpaid interest on the Present Loans and accrued but unpaid letter of credit and commitment fees shall be made at any time in a principal amount of less than $1,000,000due and payable.

Revolving Credit. Subject to Under the terms and conditions of this Loan Agreement, each Lender severally agrees Borrowers may request advances and make payments hereunder from time to make Advances time, provided that it is understood and agreed that the aggregate principal amount outstanding from time to time hereunder shall not at any time exceed the Total Principal Amount or the Borrowing Base (as defined in the Loan Agreement). In addition, Agent and Banks may set a monthly commitment reduction pursuant to the Borrower during Loan Agreement, thereafter the period from Borrowing Base and Bank=s commitment under this Note will decline monthly, and the date hereof to the Revolver Termination Date on a pro rata basis as to the total Borrowing requested by the Borrower on any day determined by such Lender's Applicable Commitment Percentage up to but not exceeding the Revolving Credit Commitment of such Lender, provided, however, that the Lenders will not be required and shall have no obligation to make any such Advance (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Agent has accelerated the maturity of any of the Notes as a result of an Event of Default; provided further, however, that immediately after giving effect to each such Advance, the aggregate principal amount of Revolving Credit outstandings shall outstanding under this Note may not exceed the Total Revolving Credit Commitmentamount of Bank=s Commitment under the declining Borrowing Base. Within such limits The unpaid balance of this Note shall increase and subject decrease with each new advance or payment hereunder, as the case may be. This Note shall not be deemed terminated or canceled prior to the terms and conditions hereofMaturity Date, although the Borrower entire principal balance hereof may from time to time be paid in full. Borrowers may borrow, repay and reborrow under the Revolving Credit Facility on hereunder. Unless otherwise agreed to in writing or otherwise required by applicable law, payments will be applied first to unpaid accrued interest, then to principal, and any Business Day from the Closing Date untilremaining amount to any unpaid collection costs, but (as to borrowings delinquency charges, and reborrowings) not including, the Revolver Termination Date. All Advances shall be due and payable no later than the Revolver Termination Date. Each Advance shall, at the option of the Borrower, be a Base Rate Loan or a LIBOR Loan other charges; provided, however, that no LIBOR Loan having an Interest Period upon delinquency or other Event of 2Default, 3 Bank reserves the right to apply payments among principal, interest, delinquency charges, collection costs, and other charges, in such order and manner as the holder of this Note may from time to time determine in its sole discretion. All payments and prepayments of principal of or 6 months interest on this Note shall be made in Dollars in immediately available funds, at the address of Agent indicated above, or such other place as the holder of this Note shall designate in writing to Borrowers. If any time in payment of principal of or interest on this Note shall become due on a principal amount of less than $1,250,000 and no day which is not a Business Day or LIBOR Loan having an Interest Period of 1 month Business Day, such payment shall be made at on the next succeeding Business Day or LIBOR Business Day, as applicable, and any such extension of time shall be included in a computing interest in connection with such payment. The books and records of Agent shall be prima facie evidence of all outstanding principal amount of less than $1,000,000and accrued and unpaid interest on this Note.