Common use of Revolving Credit Clause in Contracts

Revolving Credit. Subject to the terms and conditions hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) shall not exceed the lesser of (x) $10,000,000 (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (y) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement.

Revolving Credit. Subject to the terms and conditions hereofUntil December 27, 2002, the Bank agrees Revolving Lenders severally agree to extend a revolving credit (advance funds for general corporate purposes not to exceed the "Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower amount shown on Appendix I attached hereto, as amended from time to time during (the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the "Base Revolving Credit shall expire. The Revolving Credit may be utilized by each Facility"), to the Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving credit basis. Such Advances shall be made on a pro rata basis in U.S. Dollars by the Revolving Lenders, based on the maximum Advance limits and Optional Currenciesapplicable percentages for each Revolving Lender as shown on Appendix I attached hereto, all as more fully hereinafter set forthamended from time to time; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) each Revolving Lender's Commitment is several and not joint or joint and several. The Borrower shall not be entitled to any Advance hereunder if, after the making of such Advance, the Principal Loan Amount would exceed the lesser least of (x) $10,000,000 (such amountthe then current Base Revolving Credit Facility, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and or (y) one and one-half (1 -1/2) times the Borrowing Base as then Borrower's Annualized Modified Cash Flow, or (z) the number of Core Retail Accounts times $200, determined in each case after giving effect to the requested Advance. Nor shall the Borrower be entitled to any further Advances hereunder after the occurrence and computedduring the continuation of any Event of Default or any event which with the passage of time or the giving of notice or both would constitute an Event of Default, or if the Borrower's representations and warranties cease to be true and correct in all material respects at the time of the requested Advance. Each Loan Advances shall be in a minimum amount of $100,000; providedmade, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement, upon the Borrower's request. Requests shall be made by 12:00 noon Omaha time on the Business Day prior to the requested date of the Advance. Requests shall be made by presentation to FNB-O of a drawing certificate in the form of Exhibit B. The Borrower's obligation to make payments of principal and interest on the foregoing revolving credit indebtedness shall be further evidenced by the Notes.

Revolving Credit. (i) As of the Restatement Date, the aggregate outstanding principal amount of the “Revolving Loans” (under and as defined in the Existing Credit Agreement) and unpaid accrued interest thereon is set forth on Schedule 2.1 (together with all other accrued and unpaid fees thereon, the “Outstanding Revolving Loan Obligations”). The Outstanding Revolving Loan Obligations are held by the lenders party to the Existing Credit Agreement as of the Restatement Date (the “Existing Lenders”) in the amounts set forth on Schedule 2.1. Subject to the terms of this Agreement and in reliance on the representations and warranties of the Borrower herein, each of the parties hereto hereby agrees (A) that (other than any amounts repaid on the Restatement Date) the Outstanding Revolving Loan Obligations shall be, from and following the Restatement Date, continued and reconstituted as the Revolving Loans (as defined below) and interest and fees, as applicable, under this Agreement and (B) that concurrently therewith, the Existing Lenders have assigned the preexisting loans (other than any amounts repaid on the Restatement Date) and commitments among themselves and to the Lenders and hereby direct the Administrative Agent to re-allocate all such pre-existing loans and commitments, such that, after giving effect to the transactions contemplated hereby, the Loans and Commitments shall be allocated among the Lenders as set forth in Schedule 1, and (C) that the Lenders shall make additional Advances in respect of the Revolving Loans as set forth below. (ii) Subject to the terms and conditions hereof, each Lender agrees (A) that all of the Bank agrees Outstanding Revolving Loan Obligations owed to extend such Lender, if any, shall remain outstanding and shall be deemed to be continuing Revolving Loans (subject to the reallocations and adjustments required pursuant to clause (a)(i) above) and (B) to make available a revolving credit facility available as loans (collectively with the "Outstanding Revolving Credit"Loan Obligations, each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Company Borrower on a revolving basis at any time and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof Restatement Date to but not including the Facility Termination Date, at during which time period the commitment of Borrower may borrow, repay and reborrow in accordance with the Bank provisions hereof, provided, that no Revolving Loan will be made in any amount which, after giving effect thereto, would cause the Aggregate Revolving Credit Exposure to extend credit under exceed the Revolving Credit shall expireAvailability. Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow the Revolving Loans at any time prior to the Facility Termination Date. The Revolving Credit may be utilized by each Borrower in Commitments hereunder shall expire on the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) shall not exceed the lesser of (x) $10,000,000 (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (y) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereofFacility Termination Date. The Loans shall be made against LC Issuer will issue Facility LCs hereunder on the terms and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The Note shall be dated the date of issuance thereof, be expressed to bear interest as conditions set forth in Section 2 hereof, and be expressed to mature 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement2.17.

Revolving Credit. Subject (i) Each Revolving Lender agrees, severally and not jointly, to make available to the terms Borrowers jointly and conditions hereofseverally its Pro Rata Share of advances (each, an “Advance”) as part of a revolving loan facility (each a “Revolving Loan” and, collectively, the Bank agrees to extend a revolving credit (the "“Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans"”) on a revolving basis at any time and from time to time from the Closing Date to the Termination Date, during which period the Borrowers may borrow, repay and reborrow in U.S. Dollars accordance with the provisions hereof as long as the amount of each such requested Advance does not exceed Availability then in effect and Optional Currencies, all as more fully hereinafter set fortheach of the other conditions precedent in Section 3.2 are satisfied; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) shall not exceed be entitled to request more than one (1) Advance during any period of 7 consecutive days without the lesser consent of the Agent (x) $10,000,000 (such amount, as it being understood and agreed that the same may be reduced Revolving Loans made pursuant to Section 3.4 hereof2.5(c) shall be disregarded for the purposes of determining compliance with the foregoing limitation on requests) . No Revolving Lender shall have any obligation to make, being hereinafter referred and the Borrowers shall have no right to as obtain or to permit to remain outstanding, any Advance or Advances that would cause such Revolving Lender’s Pro Rata Share of the "total outstanding Advances to exceed its separate Revolving Commitment". (ii) At the request of Agent on behalf of any Revolving Lender, the Borrowers shall jointly and (y) severally execute and deliver to Agent for delivery to such Revolving Lender a note to evidence the Borrowing Base as then determined and computedRevolving Loans. Each Loan The note shall be in a minimum the principal amount of $100,000; providedthe Revolving Commitment of such Revolving Lender, however, that Loans which bear interest with reference dated the Closing Date and substantially in the form of Exhibit A (the “Revolving Note”). (iii) The aggregate principal amount of Revolving Loan advanced to the Adjusted LIBOR each Borrower shall be in such greater amount as is required by Section 2.2 hereof. The Loans the primary obligation of that Borrower (but shall also be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiaryguaranteed, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable by all other Borrowers pursuant to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement8.18).

Revolving Credit. Subject to the terms and conditions hereofherein set ---------------- forth and in reliance upon representations and warranties set forth herein and in the other Credit Documents, the Bank each Lender severally agrees to extend make available to the Borrower a revolving credit facility (the "Revolving Credit"Credit Facility), pursuant to which each Lender shall make advances (each a Revolving Credit Loan) to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof Revolving Credit Period, in an amount not to but not including the Termination Date, at which time the commitment exceed such Lender's Pro Rata Share of the Bank Availability. All Revolving Credit Loans comprising the same advance under this Agreement shall be made by the Lenders simultaneously and proportionately to extend credit 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 Credit Commitment of any Lender be increased or decreased as a result of any such failure. The Revolving Credit Loans outstanding under the Revolving Credit Facility shall expire. The be evidenced by Revolving Credit may be utilized by Notes issued to each Borrower of the Lenders, substantially in the form of loans Exhibit A hereto (individually each a "Loan" and collectively Revolving Credit Note), with blanks appropriately completed in conformity herewith. Subject to Section 2.03(c) hereof, the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Revolving Credit Loans outstanding at any one shall from time to the Borrowers time be (taken togetheri) shall not exceed the lesser of LIBOR Loans, (xii) $10,000,000 Prime Rate Loans, or (such amountiii) a combination thereof, as determined by the same may be reduced pursuant to Section 3.4 Borrower in accordance with Sections 2.03 and 2.06 hereof, being hereinafter referred to as the "Commitment") and (y) the Borrowing Base as then determined and computed. Each provided that no Revolving Credit Loan shall be in made as a minimum amount of $100,000; provided, however, LIBOR Loan after the day that Loans which bear interest with reference is one (1) month prior to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereofRevolving Credit Expiration Date. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable Subject to the order provisions of the Bank in the outstanding principal amount of the Loans. The 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 the Termination Date. Without regard to the principal amount of the Note stated on its facethis Agreement, the actual principal amount Borrower from time to time may borrow, repay and reborrow Loans made hereunder at any time outstanding and owing by during the Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this AgreementRevolving Credit Period.

Revolving Credit. (i) Subject to Section 2.05, each Lender severally agrees, on the terms and conditions hereofset forth in Article V, the Bank agrees to extend make loans to a revolving credit Borrower (the each such loan, a "Revolving CreditLoan") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time on any Business Day during the period from and including the date hereof Closing Date to but not including the Revolving Loan Termination Date, at which time the commitment of the Bank in an aggregate amount not to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding exceed at any one time to outstanding the Borrowers (taken together) shall not exceed the lesser of (x) $10,000,000 amount set forth on Schedule 2.01 (such amount, as the same may be reduced pursuant to under Section 3.4 hereof2.06 or reduced or increased as a result of one or more assignments under Section 11.08, being hereinafter referred to as the Revolving Lender's "Revolving Loan Commitment") and (y) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000); provided, however, that Loans which bear interest with reference that, after giving effect to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note any Borrowing of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Revolving Loans. The 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 the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount Effective Amount of Revolving Loans, Swing Line Loans and L/C Obligations at such time shall not at any time outstanding exceed an amount equal to the lesser of (a) the Aggregate Revolving Loan Commitment at such time and owing by (b) the Borrowers on account Borrowing Base at such time; and provided, further, that the Effective Amount of Revolving Loans of any Revolving Lender, plus the participation of such Revolving Lender in the Effective Amount of all L/C Obligations and such Revolving Lender's Pro Rata Share of the Note Effective Amount of Swing Line Loans shall be not at any time exceed the sum lesser of all Loans made hereunder (without regard a) such Revolving Lender's Revolving Loan Commitment and (b) such Revolving Lender's Pro Rata Share of the Borrowing Base at such time. Within the limits of each Revolving Lender's Commitment, and subject to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from other terms and including the date hereof to but not including the Termination Dateconditions hereof, each Borrower may use borrow under this Section 2.01(e), prepay under Section 2.07 and reborrow under this Section 2.01(e). (ii) Prior to the Commitment Closing Date revolving loans were borrowed by borrowingcertain of the Borrowers under the Original U.S. Credit Agreement and the Original U.K. Credit Agreement (the "Existing Revolving Loans") and, repaying as of the Closing Date, such Existing Revolving Loans remain outstanding in the amounts set forth on Schedule 2.01 annexed hereto and reborrowing made a part hereof. The Borrowers, the Administrative Agent, each Issuer and each of the Lenders hereby agree with respect to the Existing Revolving Loans in whole or in partthat, notwithstanding Section 2.01(e)(i), on the Closing Date, all such Existing Revolving Loans shall, for all purposes under this Agreement, be deemed to be Revolving Loans outstanding hereunder and each of the Borrowers shall be deemed to have made a Borrowing hereunder in accordance with the amount of the Existing Revolving Loans of such Borrower; provided, that each proviso contained in Section 2.01(e)(i) shall be applicable to such deemed Borrowing. Such deemed Borrowings shall, for all purposes, be treated as Borrowings made hereunder on the Closing Date and shall be governed by the terms and conditions of this Agreement.

Revolving Credit. 1. Subject to the terms and conditions hereofcontained herein, the Bank agrees to extend a revolving credit (the "Revolving Credit") to the Company each Lender will establish for Borrowers for and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof to but not including the Termination Dateand until June 30, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans 2002 (individually a "Loan" and collectively the "LoansCONTRACT PERIOD") on ), a revolving basis in U.S. Dollars and Optional Currencies, credit facility (all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) such revolving credit facilities shall not exceed the lesser of (x) $10,000,000 (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter collectively referred to as the "CommitmentREVOLVER") pursuant to which Lenders will, from time to time, in accordance with their respective Pro Rata Percentage, severally and not jointly, make Advances to Borrowers in an aggregate amount not exceeding at any time the Maximum Amount less the aggregate face amount of all Letter of Credit Advances. Within the limitations set forth above, Borrowers may borrow, repay and reborrow under the Revolver. The Revolver shall be subject to all terms and conditions set forth in all of the Loan Documents, which terms and conditions are incorporated herein. Borrowers' obligation to repay the Advances and all sums at any time payable by Borrowers in connection with any letter of Credit Advances shall be the joint and several obligation of each Borrower and shall be evidenced by Borrowers' joint and several promissory notes (ycollectively, the "NOTES" and individually a "NOTE") the Borrowing Base as then determined and computed. Each Loan delivered to each Lender, which shall be in a minimum amount the respective principal amounts of $100,000; provided, however, that Loans each Lender's Pro Rata Share and which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (EXHIBIT "A", with the "Note") payable blanks appropriately filled ----------- in. 2. Subject to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement, each Lender agrees to lend to Borrowers an amount equal to such Lender's respective Pro Rata Percentage of each Advance requested by Borrowers. The outstanding amount of Advances by each Lender shall not exceed such Lender's Pro Rata Share (as such amount may change from time to time in accordance with the terms of this Agreement).

Revolving Credit. Subject The first sentence of Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: “From and including the Closing Date and prior to the Facility Termination Date, upon the satisfaction of the conditions precedent set forth in Section 4.2 and, if the Revolving Loans are to be made on the Closing Date, the satisfaction of the conditions precedent set forth in Section 4.1, each Lender severally agrees, on the terms and conditions hereofset forth in this Agreement, the Bank agrees to extend a revolving credit (the "make Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) in Dollars and participate in Facility LCs issued upon the request of the Borrowers, provided that, after giving effect to the making of each such Revolving Loan and the issuance of each such Facility LC, the Dollar amount of such Lender’s Revolving Credit Exposure shall not exceed its Revolving Commitment, provided further that, after giving effect to the making of each such Revolving Loan and the issuance of each such Facility LC, the Dollar amount of the Lenders’ Aggregate Revolving Credit Exposure shall not exceed the lesser of (xi) $10,000,000 36,788,723 or (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (yii) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The 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 the Termination Date. Without regard to Approved Budget for the principal amount applicable calendar week under “Estimated Revolver Need” plus the Aggregate Revolving Credit Exposure as of the Note stated on its faceEighth Amendment Closing Date, the actual principal or such larger amount at any time outstanding and owing as may be approved by the Borrowers on account Required Lenders and the Administrative Agent, but in no event shall the Lenders’ Aggregate Revolving Commitment in effect before the Eighth Amendment Closing Date be increased without the consent of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from each Lender directly and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreementadversely affected thereby.”

Revolving Credit. Subject to the terms and conditions hereofof this Agreement and so long as there exists no Event of Default (hereinafter defined), at anytime after the Closing Date and prior to April 20, 1991, the Bank agrees to extend a revolving Company may borrow and reborrow, and the Purchaser shall make loans or extensions of credit (the "Revolving Credit") to the Company and pursuant to this paragraph (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower "Revolving Credit Advances"), as from time to time during requested by the period from Company; provided Shattow, Xxxx Xxxx (herein "Xxxx"), and including the date hereof to but not including the Termination Date, at which time the commitment Xxxxx Xxxxxx (herein "Xxxxxx") shall have executed and delivered a Guaranty in favor of the Bank Purchaser in an amount up to extend credit $50,000, which Guaranty shall be substantially in the form of Exhibit C, (herein "Guaranty") to secure repayment and performance of all the Company's obligations under the Revolving Credit shall expireAdvances. The aggregate amount of all Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans Advances outstanding at any one time to the Borrowers (taken together) shall not exceed the lesser of (x) $10,000,000 (100,000 or such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (y) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum higher amount of $100,000; providedindebtedness as approved by the Purchaser. At the time of the initial request for a Revolving Credit Advance, however, that Loans which bear interest with reference the Company shall execute and deliver to the Adjusted LIBOR Purchaser the Revolving Credit Note evidencing the Revolving Credit Advances. Anything set forth herein to the contrary notwithstanding, the Purchaser shall be in have the absolute right to refuse to make any Revolving Credit Advance (i) if Shattow, Tyer, and Xxxxxx have not executed the Guaranty, or (ii) for so long as there exists any Event of Default, or any other condition which, with the passage of time or giving of notice or both, would constitute an Event of Default upon the making of such greater amount as is required by Section 2.2 hereofRevolving Credit Advance. The Loans Company shall be made against and evidenced by a single promissory note of have the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable right to the order of the Bank in make prepayments reducing the outstanding principal amount balance of the LoansRevolving Credit Advances without penalty. The Revolving Credit Note shall be dated prepaid immediately in the date of issuance thereof, be expressed to bear interest as set forth in Section 2 hereof, and be expressed to mature on the Termination Date. Without regard to the principal amount of the Note stated on its face, the actual principal amount by which at any time the aggregate amount of all Revolving Credit Advances outstanding and owing exceeds $100,000 or such higher amount of indebtedness as approved by the Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this AgreementPurchaser.

Revolving Credit. Subject to the terms and conditions hereofUntil December 27, 2002, the Bank agrees Revolving Lenders severally agree to extend a revolving credit (advance funds for general corporate purposes not to exceed the "Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower amount shown on Appendix I attached hereto, as amended from time to time during (the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the "Base Revolving Credit shall expire. The Revolving Credit may be utilized by each Facility"), to the Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving credit basis. Such Advances shall be made on a pro rata basis in U.S. Dollars by the Revolving Lenders, based on the maximum Advance limits and Optional Currenciesapplicable percentages for each Revolving Lender as shown on Appendix I attached hereto, all as more fully hereinafter set forthamended from time to time; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) each Revolving Lender's Commitment is several and not joint or joint and several. The Borrower shall not be entitled to any Advance hereunder if, after the making of such Advance, the Principal Loan Amount would exceed the lesser least of (w) the then current Base Revolving Credit Facility, or (x) $10,000,000 one and one-half (such amount1 1/2) times the Borrower's Annualized Modified Cash Flow, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and or (y) the Borrowing Base as number of Core Retail Accounts times $200, or (z) seventy percent (70%) of the then current fair market value of the Pledged NITE Stock, determined in each case after giving effect to the requested Advance. Nor shall the Borrower be entitled to any further Advances hereunder after the occurrence and computedduring the continuation of any Event of Default or any event which with the passage of time or the giving of notice or both would constitute an Event of Default, or if the Borrower's representations and warranties cease to be true and correct in all material respects at the time of the requested Advance. Each Loan Advances shall be in a minimum amount of $100,000; providedmade, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement, upon the Borrower's request. Requests shall be made by 12:00 noon Omaha time on the Business Day prior to the requested date of the Advance. Requests shall be made by presentation to FNB-O of a drawing certificate in the form of Exhibit B. The Borrower's obligation to make payments of principal and interest on the foregoing revolving credit indebtedness shall be further evidenced by the Notes.

Revolving Credit. Subject to Upon the terms and conditions hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") subject to the Company conditions of, and (subject in reliance upon the representations and warranties made under, this Agreement, each Lender agrees, severally, but not jointly, to Section 1.3 hereof) make Revolving Credit Loans to the Borrowing Subsidiary which may be availed of by each Borrower from time to time during from the period from and including the date hereof Effective Date to but not including the Termination Date, as requested or deemed requested by the Borrower in accordance with the terms of SECTION 2.2, in amounts equal to such Lender's Commitment Percentage of each such Loan requested or deemed requested hereunder up to an aggregate amount at which any one time the commitment outstanding equal to such Lender's Commitment Percentage of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional CurrenciesBorrowing Base; PROVIDED, all as more fully hereinafter set forth; provided, howeverHOWEVER, that the aggregate Original Dollar Amount principal amount of all outstanding Revolving Credit Loans outstanding at any one time (after giving effect to the Borrowers (taken togetherLoans requested) shall not exceed the lesser of (x) $10,000,000 (such amount, as Borrowing Base. It is expressly understood and agreed that the same may be reduced pursuant Lenders intend to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (y) use the Borrowing Base as then a maximum ceiling on Revolving Credit Loans to the Borrower; PROVIDED, HOWEVER, that it is agreed that should the Revolving Credit Loans exceed the ceiling so determined and computed. Each Loan or any other limitation set forth in this Agreement, such Revolving Credit Loans shall nevertheless constitute Secured Obligations and, as such, shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference entitled to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereofall benefits thereof and security therefor. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The Note shall any Revolving Credit Loan which is repaid may 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 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 reborrowed by the Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard Borrower, subject to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement., in accordance with the terms of this SECTION

Revolving Credit. (i) Subject to the terms and conditions hereofof this Agreement, each Lender hereby establishes for the Bank agrees to extend benefit of Borrower a revolving credit facility (the "Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of shall include Advances extended by each Lender to or for the benefit of Borrower from time to time during the period from and including the date hereof to but not including the Termination Datehereunder. The aggregate principal amount of unpaid cash Advances shall not, at which time any time, exceed the commitment lesser of the Bank Maximum Loan Amount or the Borrowing Base minus such reserves as Agent may from time to extend credit time reasonably establish, in such amounts and with respect to such matters as Agent may deem appropriate in its reasonable discretion. Subject to such limitation, the outstanding balance of Advances under the Revolving Credit may fluctuate from time to time, to be reduced by repayments made by Borrower, to be increased by future Advances which may be made by Lenders, to or for the benefit of Borrower, and, subject to the provisions of Section 8 below, shall expire. The be due and payable on the Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans") on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that Maturity Date. If the aggregate Original Dollar Amount principal amount of Loans outstanding unpaid cash Advances at any one time exceed the lesser of the Maximum Loan Amount or the Borrowing Base minus such reserves established by Agent hereunder (such excess referred to as "Overadvance"), Borrower shall immediately repay the Overadvance in full. Notwithstanding anything set forth in this Agreement to the Borrowers contrary (taken togetherA) the aggregate outstanding Advances prior to the consummation of the IPO shall not exceed the lesser of Pre-IPO Loan Limit without prior written approval by the Majority Lenders, (xB) $10,000,000 (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being hereinafter referred to as the "Commitment") and (y) the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note following consummation of the Company and the Borrowing Subsidiary, jointly and severally, IPO in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually proceeds thereof received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment (which by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement.definition must exceed $20,000,000 of

Revolving Credit. Subject (i) Each Revolving Lender agrees, severally and not jointly, to make available to the terms Borrowers jointly and conditions hereofseverally its Pro Rata Share of advances (each, an “Advance”) as part of a revolving loan facility (each a “Revolving Loan” and, collectively, the Bank agrees to extend a revolving credit (the "“Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary which may be availed of by each Borrower from time to time during the period from and including the date hereof to but not including the Termination Date, at which time the commitment of the Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (individually a "Loan" and collectively the "Loans"”) on a revolving basis at any time and from time to time from the Original Closing Date to the Termination Date, during which period the Borrowers may borrow, repay and reborrow in U.S. Dollars accordance with the provisions hereof as long as the amount of each such requested Advance does not exceed Availability then in effect and Optional Currencies, all as more fully hereinafter set fortheach of the other conditions precedent in Section 3.2 are satisfied; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) shall not exceed be entitled to request more than one (1) Advance during any period of 7 consecutive days without the lesser consent of the Agent (x) $10,000,000 (such amount, as it being understood and agreed that the same may be reduced Revolving Loans made pursuant to Section 3.4 hereof2.5(c) shall be disregarded for the purposes of determining compliance with the foregoing limitation on requests) . No Revolving Lender shall have any obligation to make, being hereinafter referred and the Borrowers shall have no right to as obtain or to permit to remain outstanding, any Advance or Advances that would cause such Revolving Lender’s Pro Rata Share of the "total outstanding Advances to exceed its separate Revolving Commitment". (ii) At the request of Agent on behalf of any Revolving Lender, the Borrowers shall jointly and (y) severally execute and deliver to Agent for delivery to such Revolving Lender a note to evidence the Borrowing Base as then determined and computedRevolving Loans. Each Loan The note shall be in a minimum the principal amount of $100,000; providedthe Revolving Commitment of such Revolving Lender, however, that Loans which bear interest with reference substantially in the form of Exhibit A (the “Revolving Note”). (iii) The aggregate principal amount of Revolving Loan advanced to the Adjusted LIBOR each Borrower shall be in such greater amount as is required by Section 2.2 hereof. The Loans the primary obligation of that Borrower (but shall also be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiaryguaranteed, jointly and severally, in the form (with appropriate insertions) attached hereto as Exhibit A (the "Note") payable by all other Borrowers pursuant to the order of the Bank in the outstanding principal amount of the Loans. The 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 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 Borrowers on account of the Note shall be the sum of all Loans made hereunder (without regard to which Borrower such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement8.18).

Revolving Credit. Subject (i) Lender will from time to time, at the terms request of Borrower, and provided that all of the conditions hereofprecedent set forth in Subsection (iii) below shall have been met by Borrower at the time of such request, the Bank agrees be obligated to extend a revolving credit make advances to Borrower (the "Revolving Credit") to the Company and (subject to Section 1.3 hereof) the Borrowing Subsidiary an “Advance” or “Advances”), which may be availed of by each Borrower repaid in whole or in part at any time without penalty and re-advanced from time to time during time, and which Advances shall bear interest at the period from and including rate set forth in Section 1.3, provided that the date hereof to but not including the Termination Date, at which time the commitment aggregate amount of the Bank to extend credit all such outstanding Advances under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower not (except in the form sole and absolute discretion of loans (individually a "Loan" and collectively the "Loans"Lender) on a revolving basis in U.S. Dollars and Optional Currencies, all as more fully hereinafter set forth; provided, however, that the aggregate Original Dollar Amount of Loans outstanding at any one time to the Borrowers (taken together) shall not exceed the lesser of (x) Eligible Notes Receivable as more particularly set forth herein (the “Asset Base”) or (y) the amount of $10,000,000 15,000,000.00 (such amount, as the same may be reduced pursuant to Section 3.4 hereof, being “Maximum Availability”) (the lesser amount of the Asset Base and the Maximum Availability (hereinafter referred to as the "Commitment"“Availability”). The Revolving Credit shall be evidenced by the Revolving Note, as attached hereto as Schedule 1.1(A)(i), delivered to Lender in form and substance acceptable to Lender (together with any note, which, from time to time, extends, amends, supplements, modifies, renews or substitutes such note (the “Revolving Note”).) On the Maturity Date or upon any Event of Default, Lender’s obligations to make such Advances shall automatically terminate and all such Advances, together with accrued and unpaid interest thereon and expenses related thereto, shall become immediately due and payable in full. (yii) Upon each request for an Advance, but not less frequently than monthly, within ten (10) Business Days after the conclusion of each calendar month, Borrower shall complete and provide to Lender the Borrowing Base as then determined and computed. Each Loan shall be in a minimum amount of $100,000; provided, however, that Loans which bear interest with reference to the Adjusted LIBOR shall be in such greater amount as is required by Section 2.2 hereof. The Loans shall be made against and evidenced by a single promissory note of the Company and the Borrowing Subsidiary, jointly and severally, Certificate substantially in the form (with appropriate insertions) attached hereto as Exhibit A Schedule 1.1(A)(ii) or otherwise acceptable to Lender (the "Note"“Borrowing Base Certificate”). Unless Lender shall dispute the information contained in Borrower’s most recent Borrowing Base Certificate in the Lender’s sole and absolute discretion, the Availability shall be that set forth in such most recent Borrowing Base Certificate. If the Borrowing Base Certificate shall not have been provided for the current month, within ten (10) payable Business Days after the same is due, the Availability under the Revolving Credit shall be zero. The Borrower shall promptly take into account and adjust the Borrowing Base Certificate as a result of the occurrence of any event which causes any previously Eligible Note Receivable to be ineligible or which might be reasonably expected to affect the amount or collectability thereof, including without limitation any off-sets or counterclaims. In the event any Borrowing Base Certificate shall show Advances in excess of the Availability, such excess shall be paid to Lender contemporaneously with the delivering of such Borrowing Base Certificate to Lender. (iii) Lender’s obligation to make any Advance under the Revolving Credit shall be subject to the order following conditions precedent on the date on which Lender makes such Advance: (a) with respect to the all Advances, Borrower shall have received and provided to Lender such approvals, opinions, consents or documents as Lender may reasonably request, including, without limitation: satisfactory appraisals and other financial information used in its underwriting by Borrower; evidence satisfactory to Lender that, on the Closing Date, the Lender shall have a perfected first-priority lien in all of the Bank collateral subject to no other liens; assignments of Eligible Notes Receivable and Eligible Mortgages for which the Advance is for; executed copies of all required loan documents; a business plan acceptable to Lender in the outstanding principal amount form and substance; satisfactory review of the Loans. The Note background investigation reports with respect to owners and management; certification of compliance with financial ratios; and (b) Lender shall be dated named loss payee and additional insured on all applicable insurance policies; (c) such Advance, when added to all outstanding Advances, shall be within the Availability; (d) Lender shall have elected, in its sole and absolute discretion, to make such Advance; and (e) the following statements shall be true, and each request for an Advance under the Revolving Credit shall be deemed to be a representation and warranty by Borrower to the effect that, at and as of the date of issuance thereof, be expressed to bear interest such request: (i) the representations and warranties contained in the Loan Documents are true and correct in all material respects on and as set forth in Section 2 hereof, and be expressed to mature on the Termination Date. Without regard to the principal amount of the Note stated date of such request as though made on its face, the actual principal amount at any time outstanding and owing by the Borrowers on account as of the Note shall be the sum such date; and (ii) no Event of all Loans made hereunder (without regard to which Borrower Default has occurred and/or is continuing or would result from such Loans were made) less all payments of principal actually received by the Bank on the Loans. During the period from and including the date hereof to but not including the Termination Date, each Borrower may use the Commitment by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this AgreementAdvance.