Common use of Revolving Credit Clause in Contracts

Revolving Credit. From time to time prior to November 3, 2002 or the earlier termination in full of the Commitments (in either case the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to an aggregate principal amount equal to the amount by which (i) $75,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit Obligations, and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof the Company may repay such Loans and reborrow hereunder from time to time prior to the Termination Date. Each Revolving Credit Loan shall be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans from each Bank shall be evidenced by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of Exhibit 1.1 annexed hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on the date of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such Banks.

Revolving Credit. From Subject to the terms and conditions hereof, the Bank agrees to extend a Revolving Credit to the Company which may be availed of by the Company from time to time prior during the period from and including the date hereof to November 3but not including the Termination Date, 2002 or at which time the earlier termination in full commitment of the Commitments (in either case Bank to extend credit under the "Termination Date"), Revolving Credit shall expire. The Revolving Credit may be utilized by the Company may obtain in the form of loans from each (individually a “Loan” and collectively the “Loans”) and Letters of Credit, provided that (a) the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to an aggregate principal amount equal to the amount by which (i) of Loans and Letters of Credit outstanding at any one time shall not exceed $75,000,000 45,000,00075,000,000 (the "Aggregate Revolver “Revolving Credit Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment")”, as terminated or such amount may be reduced pursuant to section 1.8Section 3.4 hereof), exceeds and (iib) the sum of (A) as provided in Section 1.3(a), the aggregate amount of Letter Letters of Credit Obligations, issued and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of hereunder shall not at any one or more time exceed the U.S. Dollar Equivalent of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof the Company may repay such Loans and reborrow hereunder from time to time prior to the Termination Date$10,000,00020,000,000. Each Revolving Credit Loan shall be in a minimum amount of $1,000,000 100,000 or any such greater amount which is an integral multiple of $100,000 in excess of such amount (except 25,000; provided, however, that any Loans which bear interest with reference to the Adjusted LIBOR Term SOFR or Offered Rate Loan shall be in a minimum such greater amount of $5,000,000 or any multiple of $250,000 in excess of such amount)as is required by Section 2 hereof. Revolving Credit The Loans from each Bank shall be made against and evidenced by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of (with appropriate insertions) attached hereto as Exhibit 1.1 annexed hereto, A (the “Note”) payable to the order of the lending BankBank in the principal amount of $45,000,00075,000,000. Outstanding Revolving Credit Loans and Swingline Loans The Note shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on 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 whole or in part, all in accordance with the terms and conditions of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such Banks.

Revolving Credit. From time to time prior to November 3April 29, 2002 or the earlier termination in full of the Commitments (in either case case, the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans")Banks, pro rata according to each Bank's Percentage Interest, up to an aggregate principal amount equal to the amount by which (i) $75,000,000 55,000,000 (the "Aggregate Revolver Commitment," and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced pursuant to section 1.81.6, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit ObligationsObligations (as defined in section 9.1(n) below), and (B) the aggregate face amount of outstanding Swingline Loans Commercial Paper (as defined in Section 1.3 section 9.1(d) below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. the table below: Percentage Name of Bank Commitment Interest Firstar Bank Milwaukee, N.A. $26,500,000 48.1818% M&I Xxxxxxxx & Ilsley Bank $20,500,000 37.2727% Bank One, Wisconsin $ 8,000,000 14.5455% ----------- ------- TOTAL: $55,000,000 100% The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to of the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all the limitations of the terms and conditions hereof section 2.2(d)(3), the Company may repay such Loans loans and reborrow hereunder from time to time prior to the Termination Date. Each Revolving Credit Loan loan hereunder from the Banks collectively shall be in a minimum multiple of $100,000 (except that any such loan subject to a LIBOR Pricing Option shall be in an amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans The loans from each Bank advanced under this section 1.1 shall be evidenced by a single promissory note of the Company (each each, a "Note" or an "Amended and Restated Revolving Credit Note"" and collectively, and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes" or the "Amended and Restated Revolving Credit Notes") in the form of Exhibit 1.1 annexed A attached hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on the date of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the ."1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such Banks.

Revolving Credit. From time to time prior to November 3, 2002 or the earlier termination in full of the Commitments (in either case the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to an aggregate principal amount equal to the amount by which (i) $75,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit Obligations, and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof and the Company other Loan Documents, (1) the Lender agrees to extend credit to the Borrower under a revolving credit facility (the "Committed Revolving Credit") which may repay such Loans and reborrow hereunder be availed of by the Borrower in its discretion on a revolving basis from time to time prior to and including the Termination Date. Each The Committed Revolving Credit Loan shall Credit, subject to all the terms and conditions hereof, may be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans from each Bank shall be evidenced utilized by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") Borrower in the form of Exhibit 1.1 annexed hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on the date of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended loans (the "1994 Revolving Loans") and commercial and standby letters of credit all as more fully hereinafter set forth; provided that notwithstanding anything herein to the contrary, the aggregate amount of Revolving Loans and Letter of Credit AgreementUtilization (excluding Letter of Credit Utilization in respect of Uncommitted Revolving Credit) outstanding at any one time shall not exceed $50,000,000. (2) the Lender may, in its sole and absolute discretion, extend credit to the Borrower under a revolving credit facility (the "Uncommitted Revolving Credit", and together with the Committed Revolving Credit, collectively, called the "Revolving Credit") which, if provided, may be availed of by the Borrower in its discretion on a revolving basis from time to time to and including the Termination Date. The Uncommitted Revolving Credit, subject to all the terms and conditions hereof, may be utilized by the Borrower in the form of commercial, standby, and trade letters of credit (such letters of credit together with the letters of credit set forth in SECTION 2.1(1), among collectively, called the Company"Letters of Credit") solely to purchase home video games from Pacific Rim entities and any subsidiaries or affiliates thereof, such Banks all as more fully hereinafter set forth; provided that notwithstanding anything herein to the contrary, the aggregate amount of Committed Revolving Loans and Firstar Bank, N.A., as agent for such Banks, Letter of Credit Utilization (excluding Letter of Credit Utilization in respect of Committed Revolving Credit) outstanding at any one time shall automatically terminate without further action on the part of the Company or any of such Banksnot exceed $30,000,000.

Revolving Credit. From time (a) The Lender agrees, upon the terms and subject to time prior the conditions hereof, to November 3, 2002 or extend a revolving credit facility to the earlier termination in full of the Commitments Borrower (in either case the "Termination DateRevolving Credit"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to in an aggregate principal amount equal at any one time outstanding not to exceed EIGHT MILLION DOLLARS ($8,000,000.00), to be used by the Borrower in order to obtain loans and advances from the Lender ("Advances") pursuant to the terms and provisions set forth in Section 2.2 herein and for the issuance of two (2) standby letters of credit in the maximum aggregate face amount by which of FOUR MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS (i$4,250,000.00) $75,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its Standby L/C's"Revolver Commitment"), as terminated or reduced pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit Obligations, and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment aggregate principal amount of all Advances and Percentage Interest the face amount of each Bank therein is set forth in Appendix A heretothe Standby L/C's outstanding at any one time under the Revolving Credit shall not at any time exceed EIGHT MILLION DOLLARS ($8,000,000.00). The failure of any one or more Advances to the Borrower and issuance of the Banks Standby L/C's on behalf of Borrower shall at all times be conditioned upon there existing no Default or Event of Default hereunder, and the Lender shall have no obligation to lend make Advances or issue the Standby L/C's at any time that a Default or Event of Default exists hereunder. Until the Termination Date, the Borrower may use the Revolving Credit by borrowing, repaying in whole or in part, and reborrowing under the Revolving Credit, all in accordance with its Revolver Commitment this Agreement; provided, however, at the time of each Advance or issuance of the Standby L/C's under the Revolving Credit, the Borrower shall not relieve the other Banks of their several obligations be in Default hereunder, but no Bank shall be liable or in respect default under any other agreement with or obligation to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof the Company may repay such Loans and reborrow hereunder from time to time prior to the Termination Date. Each Revolving Credit Loan shall be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans from each Bank shall be evidenced by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of Exhibit 1.1 annexed hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on the date of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such BanksLender.

Revolving Credit. From time Each Bank severally agrees, on the terms and conditions hereinafter set forth, to time prior to November 3, 2002 or make loans (the earlier termination in full of the Commitments (in either case the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according ) to each Bank's Percentage Interest, the Borrower from time to time during the period from the date of this Agreement up to but not including the Conversion Date in an aggregate principal amount equal not to exceed at any time outstanding the amount by which (i) $75,000,000 (the "Aggregate Revolver Commitment" and as to each set opposite such Bank's respective Percentage Interest thereofname below, its as such amount may be reduced pursuant to Section 2.02 (such Bank's "Revolver Commitment"). Name of Bank Amount ------------ ------ Fleet Bank, as terminated or reduced N.A. $18,000,000.00 Banco Popular De $ 5,000,000.00 Puerto Rico George Xxxxx Bank $ 2,000,000.00 _____________________ Total $25,000,000 (The "Facility Amount") Each Revolving Credit Loan which shall not utilize the Commitment in full shall be in an amount not less than One Hundred Thousand Dollars ($100,000), provided that each LIBOR Loan shall be in an amount not less than Two Hundred Fifty Thousand Dollars ($250,000). Each Loan made in respect of the Revolving Credit Loans (including the issuance of Letters of Credit) shall be made by each Bank in the proportion which that Bank's Commitment bears to the total amount of all the Banks' Commitments. Within the limits of the Commitment, the Borrower may borrow, repay pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit ObligationsSection 2.11, and (B) reborrow under this Section 2.01. On such terms and conditions, the aggregate amount Loans may be outstanding as Prime Loans or LIBOR Loans. Each type of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment Revolving Credit Loan shall be made and Percentage Interest maintained at such Bank's Lending Office for such type of each Bank therein is set forth in Appendix A heretoLoan. The failure of any one Bank to make any requested Revolving Credit or more of Term Loan to be made by it on the Banks to lend in accordance with its Revolver Commitment date specified for such Loan shall not relieve the any other Banks Bank of their several obligations hereunderits obligation (if any) to make such Loan on such date, but no Bank shall be liable in respect to responsible for the obligation failure of any other Bank hereunder or to make such Loans to be obligated in made by such other Bank. It is understood and agreed that the Commitment of Agent shall not at any event to lend in excess time exceed Eighteen Million Dollars ($18,000,000). As part of its Revolver Commitment. Subject the Revolving Credit Loans, and subject to all of the terms and conditions hereof of this Agreement and to such other agreements as Agent may require in connection with letters of credit (the Company "LOC Documents"), Agent (on behalf of all Banks pro rata based on each Bank's Commitment) may repay issue at any time prior to the Conversion Date up to One Million Five Hundred Thousand Dollars ($1,500,000) in letters of credit on behalf of Borrower, any Subsidiary, or any Guarantor (the "LOC Obligations"). With respect to LOC Obligations: (1) The total face amount of any such letters of credit shall reduce the (a) Facility Amount for purposes of computing the amount of available borrowing under the Revolving Credit Loans and reborrow hereunder as well as (b) Bank's Commitments for purposes of computing the commitment fee on the unused portion referred to in Section 2.09 hereof. (2) No letter of credit shall have an expiry date beyond the final maturity of the Term Loans. (3) Letters of credit shall be issued in minimum original face amounts of One Hundred Thousand Dollars ($100,000). (4) The request for the issuance of a letter of credit shall be submitted to Agent at least five (5) Business Days prior to the request date of issuance. (5) If the Borrower or party on whose behalf a letter of credit was issued shall fail to reimburse the Agent in connection with any draw as provided in the LOC Documents, the unreimbursed amount of such drawing shall bear interest at the Prime Rate plus three percent (3%). (6) The Borrower shall pay to the Agent, for the ratable benefits of Banks, a commission of one percent (1%) per annum on the average daily maximum amount available to be drawn under each letter of credit from the date of issuance to the expiry date. Said commission shall be payable quarterly in arrears. (7) In addition to the fees payable pursuant to subsection (6) above, the Borrower shall pay to the Agent for its own account without sharing by the other Banks the customary charges from time to time prior of the Agent with respect to the Termination Date. Each Revolving Credit Loan shall be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans from each Bank shall be evidenced by a single promissory note of the Company (each a "Revolving Credit Note"issuance, amendment, transfer, administration, cancellation and conversion of, and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of Exhibit 1.1 annexed hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective on the date of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Companydrawings under, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part letters of the Company or any of such Bankscredit.

Revolving Credit. From Subject to the terms and conditions hereof, the Bank agrees to extend a revolving credit (the "Revolving Credit") to the Borrowers which may be availed of by each Borrower from time to time prior during the period from and including the date hereof to November 3but not including the Termination Date, 2002 or at which time the earlier termination in full commitment of the Commitments Bank to extend credit under the Revolving Credit shall expire. The Revolving Credit may be utilized by each Borrower in the form of loans (in either case individually a "Loan" and collectively the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interestall as more fully hereinafter set forth, up to an aggregate provided that (a) the principal amount equal of Loans outstanding at any one time to both Borrowers shall not in the amount by which (i) aggregate exceed $75,000,000 25,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or such amount may be reduced pursuant to section 1.8, exceeds Section 3.5 hereof) and (iib) the sum principal amount of (A) Loans outstanding at any one time to the Borrowing Subsidiary shall not in the aggregate amount of Letter of Credit Obligations, and exceed $5,000,000 (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below"Borrowing Subsidiary Sublimit"). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof the Company may repay such Loans and reborrow hereunder from time to time prior to the Termination Date. Each Revolving Credit Loan shall be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except 100,000; provided, however, that any each Loan which bears interest with reference to the Adjusted LIBOR Rate Loan shall be in a minimum such greater amount of $5,000,000 or any multiple of $250,000 in excess of such amount)as is required by Section 2 hereof. Revolving Credit All Loans from each Bank made to the Company shall be made against and evidenced by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of (with appropriate insertions) attached hereto as Exhibit 1.1 annexed hereto, A ("Note One") payable to the order of the lending BankBank in the principal amount of $25,000,000. Outstanding Revolving Credit All Loans and Swingline Loans made to the Borrowing Subsidiary shall be reduced made against and evidenced by a single promissory note in the form (with appropriate insertions) attached hereto as Exhibit B ("Note Two") payable to zero dollars (the order of the Bank in the principal amount of $0) at least for sixty (60) consecutive days each calendar year5,000,000. Effective on Each Note shall be dated the date of issuance thereof and be expressed to mature on the Termination Date. Without regard to the principal amount of a Note stated on its face, the actual principal amount at any time outstanding and owing by the relevant Borrower on account of the relevant Note shall be the sum of all Loans made to such Borrower hereunder 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, each Borrower may use the Commitment (in the case of the Borrowing Subsidiary, up to the amount of the Borrowing Subsidiary Sublimit) by borrowing, repaying and reborrowing Loans in whole or in part, all in accordance with the terms and conditions of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such Banks.

Revolving Credit. From time to time prior to November 3, 2002 or the earlier termination in full of the Commitments (in either case the "Termination Date"), the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to an aggregate principal amount equal to the amount by which (i) $75,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit Obligations, and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof hereof, each Lender, by its acceptance hereof, severally agrees to extend a Revolving Credit to the Company may repay such Loans Borrowers in the amount of its commitment to extend the Revolving Credit set forth opposite its name on Schedule 1.1 hereto or on the Assignment and reborrow hereunder from time Acceptance to time which it is a party (its “Commitment” and cumulatively for all the Lenders, the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof) prior to the Termination Date. Each Subject to the terms and conditions hereof, such Revolving Credit Loan shall may be availed of by each Borrower in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall its discretion from time to time, be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount)repaid and used again, during the period from the date hereof to and including the Termination Date. The Revolving Credit Loans from each Bank shall be evidenced by a single promissory note Credit, subject to all of the Company (each a "Revolving Credit Note"terms and conditions hereof, and collectively with may be utilized by any one or more of the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") Borrowers in the form of Exhibit 1.1 annexed heretoRevolving Loans and Letters of Credit, payable all as more fully hereinafter set forth; provided, however, that the aggregate amount of the Revolving Loans, Swing Loans and L/C Obligations outstanding at any one time of all the Borrowers shall not at any time exceed the Commitments, provided, further, that in addition to, and not in substitution for, the foregoing requirement: (i) the aggregate outstanding amount of L/C Obligations outstanding at any one time shall in no event exceed the L/C Sublimit in effect at such time, (ii) the aggregate amount of Revolving Loans made to the order U.K. Borrowers when taken together with the aggregate amount of L/C Obligations with respect to Letters of Credit issued for the account of the lending BankU.K. Borrowers and their respective Subsidiaries shall in no event exceed $50,000,000 at any one time outstanding, and (iii) the aggregate amount of Revolving Loans made to the Canadian Borrowers and of L/C Obligations with respect to Letters of Credit issued for the account of the Canadian Borrowers and their respective Subsidiaries shall in no event exceed $50,000,000 at any one time outstanding (the “Sublimits”). Outstanding Revolving The obligations of the Lenders hereunder are several and not joint and no Lender shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. For all purposes of this Agreement, where a determination of the used, unused or available amount of the Commitments or of the outstanding amount of Credit Loans and Swingline Loans Utilizations is necessary, Credit Utilizations payable in an Alternative Currency shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar yearconverted into their U.S. Dollar Equivalent. Effective Such conversions shall be made on the date of this Agreement, the Commitments each Credit Utilization in an Alternative Currency as to that Credit Utilization and all Credit Utilizations shall be converted into their U.S. Dollar Equivalent as of the Banks party to last day of each month or at the time of each Credit Agreement dated June 24, 1994, as amended (Utilization should the "1994 Credit Agreement"), among Agent so elect. If the Companylast day of a month is not a Business Day, such Banks and Firstar Bank, N.A., conversion shall be made as agent for such Banks, shall automatically terminate without further action on the part of the next Business Day. The Agent shall promptly notify the Company or any of such Banksdetermination of a U.S. Dollar Equivalent and of the basis therefor. All Credit Utilizations and interest thereon shall be repaid in the currency in which they were effected.

Revolving Credit. From time to time prior to November 3June 15, 2002 2003 or the earlier termination in full of the Commitments (in either case the "Revolver Termination Date"), and subject to all of the terms and conditions of this Agreement, the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage InterestInterest of the Aggregate Revolver Commitment, up to an aggregate principal amount equal to the amount by which lesser of (i) $75,000,000 50,000,000 (the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced pursuant to section 1.8Section 1.11, exceeds or (ii) the amount by which the Aggregate Commitment exceeds the sum of (A) the outstanding principal amount of all Line of Credit Loans and Swingline Loans, (B) the aggregate amount of Letter of Credit Obligations, and (BC) the aggregate face amount of outstanding Swingline Commercial Paper; provided, however, that no Bank shall be required to make Revolving Credit Loans (as defined in Section 1.3 below)excess of its Revolver Commitment. The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. the table below: REVOLVER PERCENTAGE NAME OF BANK COMMITMENT INTEREST ------------ ---------- -------- Firstar Bank, National Association $20,000,000 40% Bank One, NA 17,500,000 35% Harrxx Xxxst and Savings Bank 12,500,000 25% --------------------- ------------ Total: $50,000,000 100% ===================== ============ The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof the Company may repay such the Revolving Credit Loans and reborrow hereunder from time to time prior to the Revolver Termination Date. Each Revolving Credit Loan from each Bank shall be in a minimum principal amount of $1,000,000 100,000 or any a multiple of $100,000 in excess of such amount (except that any as provided in Section 2.1 with respect to Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amountLoans). Revolving Credit Loans from each Bank , and shall be evidenced by a single promissory note of the Company (each a "Revolving Credit Note", and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of Exhibit 1.1 1.3 annexed hereto, payable to the order of the lending Bank. Outstanding The Revolving Credit Notes shall be executed by the Company and delivered to the Banks on or prior to the Effective Date. Although the Revolving Credit Notes shall be expressed to be payable in the full amounts specified above, the Company shall be obligated to pay only the amounts of Revolving Credit Loans and Swingline Loans shall be reduced actually disbursed to zero dollars ($0) at least or for sixty (60) consecutive days each calendar year. Effective on the date account of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action together with interest on the part unpaid balance of sums so disbursed which remains outstanding from time to time, at the Company rates and on the dates specified herein or any of such Banksin the Revolving Credit Notes, together with the other amounts provided herein.

Revolving Credit. From The Bank agrees on the terms and conditions hereinafter set forth, to make loans (the “Loans”) to the Borrower from time to time prior to November 3during the period from the Effective Date of this Agreement up to, 2002 or the earlier termination in full of the Commitments (in either case the "Termination Date")but not including, the Company may obtain loans from each of the Banks ("Revolving Credit Loans"), pro rata according to each Bank's Percentage Interest, up to Loan Termination Date in an aggregate principal amount equal not to exceed at any time outstanding Seven Million Five Hundred Thousand and No/100ths Dollars ($7,500,000.00) (the “Commitment”) upon delivery by the Borrower to the amount by which (i) $75,000,000 (Bank of a telephonic or written borrowing request relating thereto in a form reasonably acceptable to the "Aggregate Revolver Commitment" and as to each Bank's respective Percentage Interest thereof, its "Revolver Commitment"), as terminated or reduced Bank pursuant to section 1.8, exceeds (ii) the sum of (A) the aggregate amount of Letter of Credit Obligations, and (B) the aggregate amount of outstanding Swingline Loans (as defined in Section 1.3 below). The Revolver Commitment and Percentage Interest of each Bank therein is set forth in Appendix A hereto. The failure of any one or more of the Banks to lend in accordance with its Revolver Commitment shall not relieve the other Banks of their several obligations hereunder, but no Bank shall be liable in respect to the obligation of any other Bank hereunder or be obligated in any event to lend in excess of its Revolver Commitment. Subject to all of the terms and conditions hereof provisions of this Agreement. Within the Company limits of the Commitment, the Borrower may repay such Loans borrow, prepay and reborrow under this Section 2.01. The Bank’s obligation to make Loans hereunder from time to time prior shall be subject to the Termination DateBorrower’s satisfaction of the Conditions Precedent. Each It is the intention of the parties that the outstanding balance of the Revolving Credit Note shall not exceed the Commitment, and if at any time said balance exceeds the Commitment, the Borrower shall forthwith pay the Bank sufficient funds to reduce the balance of the Revolving Note until it is in compliance with this requirement. The Borrower may elect to terminate the Revolving Note at any time, without penalty, upon written notice to the Bank. In the event the Borrower so elects to terminate the Revolving Note, the aggregate principal amount of the Revolving Note outstanding, together with any accrued and unpaid interest thereon, as well as any other amounts due the Bank pursuant to any of the other Loan Documents, shall be in a minimum amount of $1,000,000 or any multiple of $100,000 in excess of such amount (except that any Adjusted LIBOR Rate Loan shall be in a minimum amount of $5,000,000 or any multiple of $250,000 in excess of such amount). Revolving Credit Loans from each Bank shall be evidenced by a single promissory note of the Company (each a "Revolving Credit Note", due and collectively with the Term Notes (as defined in section 1.2 below) and the Swingline Note (as defined in Section 1.3 below), sometimes called the "Notes") in the form of Exhibit 1.1 annexed hereto, payable to the order of the lending Bank. Outstanding Revolving Credit Loans and Swingline Loans shall be reduced to zero dollars ($0) at least for sixty (60) consecutive days each calendar year. Effective Bank on the date of such election, if not sooner paid and the Revolving Note shall be deemed for all purposes terminated and the Bank shall have no further or additional obligation to loan funds to the Borrower pursuant to the terms and provisions of this Agreement, the Commitments of the Banks party to the Credit Agreement dated June 24, 1994, as amended (the "1994 Credit Agreement"), among the Company, such Banks and Firstar Bank, N.A., as agent for such Banks, shall automatically terminate without further action on the part of the Company or any of such Banks.”