Common use of Swing Line Subfacility Clause in Contracts

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterherein, the Swing Line Maturity DateLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Principal Debt outstanding on any date Loans plus such Lender’s Applicable Percentage of determination the Outstanding Amount of all Canadian Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Commitment; (iii) on any date Lender a risk participation in such Swing Line Loan in an amount equal to the product of determination, such Lender’s Applicable Percentage times the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time amount of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line BorrowingLoan.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterherein, the Swing Line Maturity DateLender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, shall, unless (i) any Lender at such time is a Defaulting Lender hereunder and (ii) the Swing Line Lender has not entered into arrangements reasonably satisfactory to it with the Company or such Defaulting Lender to eliminate the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (including by operation of Section 2.17(a)(iv)), in which case the Swing Line Lender may in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Company in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans, L/C Obligations, U.K. Swing Line Loans and Canadian Swing Line Loans of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Principal Debt outstanding on any date Loans plus such Lender’s Applicable Percentage of determination the Outstanding Amount of all Canadian Swing Line Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of all U.K. Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Commitment; (iii) on any date Lender a risk participation in such Swing Line Loan in an amount equal to the product of determination, such Lender’s Applicable Percentage times the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time amount of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line BorrowingLoan.

Swing Line Subfacility. (ai) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterherein, the Swing Line Maturity DateLender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.01(c), to make loans (each such loan, a "Swing Line Loan") to the Company from time to time on any Business Day from the Closing Date to the Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Subfacility, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Principal Debt of the Lender acting as Swing Line Lender, may exceed the amount of such Lender's Revolving Credit Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Principal Debt shall not exceed the Revolving Credit Commitments, and (ii) the aggregate Principal Debt of the Revolving Credit Loans of any Lender, plus such Lender's Pro Rata Share of the Principal Debt of all Letter of Credit Exposure, plus such Lender's Pro Rata Share of the Principal Debt of all Swing Line Principal Debt outstanding on any date of determination Loans shall not exceed such Lender's Revolving Credit Commitment, and provided, further, that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(c), prepay under Section 4.04, and reborrow under this Section 2.01(c). Each Swing Line Loan shall be a Prime Rate Advance. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Commitment; (iii) on any date Lender a risk participation in such Swing Line Loan in an amount equal to the product of determination, such Lender's Pro Rata Share times the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time amount of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line BorrowingLoan.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), SECTIONS 7.3(c) through (c), (d), and (eh), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless UNLESS and until SECTION 2.2(b2.6(b) is applicable; PROVIDED THAT: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus PLUS the Applicable Margin for Base Rate Borrowings under for the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT THAT, at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Termination Date for the Revolver Facility. On each Swing Line Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid in full. If Borrower fails to repay any Swing Line Borrowing as provided herein and funds cannot be or are not advanced under the Revolver Facility to satisfy the obligations under the Swing Line Subfacility, Administrative Agent shall timely notify each Revolver Lender of such failure and of the date and amount not paid. No later than the close of business on the date such notice is given (if such notice was given prior to 12:00 noon, Dallas, Texas time on any Business Day, or, if made at any other time, on the next Business Day following the date of such notice), each monthRevolver Lender shall be deemed to have irrevocably and unconditionally purchased and received from Swing Line Lender an undivided interest and participation in such Swing Line Borrowing to the extent of such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) thereof, and each Revolver Lender shall make available to Swing Line Lender in immediately available funds such Revolver Lender's Commitment Percentage (with respect to the Revolver Facility) of the unpaid amount of such Swing Line Borrowing. Principal All such amounts payable by any Revolver Lender shall include interest thereon from the date on each which such payment is payable by such Revolver Lender to, but not including, the date such amount is paid by such Revolver Lender to Administrative Agent, at the Federal Funds Rate. If such Revolver Lender does not promptly pay such amount upon Administrative Agent's demand therefor, and until such time as such Revolver Lender makes the required payment, Swing Line Lender shall be deemed to continue to have outstanding a Swing Line Borrowing in the amount of such unpaid obligation. Each payment by Borrower of all or any part of any Swing Line Borrowing shall be repaid on paid to Administrative Agent for the last Business Day ratable benefit of the month following Swing Line Lender and those Revolver Lenders who have funded their participations in such Swing Line BorrowingPrincipal Debt under this SECTION 2.6(b); PROVIDED THAT, with respect to any such participation, all interest accruing on the Swing Line Principal Debt to which such participation relates prior to the date of funding, such participation shall be payable solely to Swing Line Lender for its own account. In the event that any payment received by Swing Line Lender is required to be returned, each Revolver Lender will return to Swing Line Lender any portion thereof previously distributed by Swing Line Lender to it. Notwithstanding anything to the contrary in this Agreement, each Revolver Lender's obligation to fund the Borrowings and to purchase and fund participating interests pursuant to SECTION 2.6(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense, or other Right which such Revolver Lender or Borrower may have against the Swing Line Lender, Borrower, or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Potential Default or a Default or the failure to satisfy any of the conditions specified in SECTION 7; (iii) any adverse change in the condition (financial or otherwise) of any Company; (iv) any breach of this Agreement by any Company or any Lender; or (v) any other circumstance, happening, or event whatsoever, whether or not similar to any of the foregoing. TERMINATIONS OR REDUCTIONS OF COMMITMENTS.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Commitment Usage Principal Debt shall never exceed the Revolver Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased this Agreement pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing Borrowings shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.2(C) and (D), to either fund a Borrowing under this Agreement or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. Each Borrowing under On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Subfacility Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT Quoted Swing Line Borrowing shall be available and may made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received made by NationsBank prior to 12:00 noon (Dallas, Texas time)all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Interest on Swing Line Borrowings shall be paid monthly made in arrears on a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the last Business Day remaining balance of each monththe available Swing Line Commitment). Principal on Each Swing Line Lender shall make the portion of each Swing Line Borrowing shall to be repaid made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the last Business Day of the month following date such Swing Line BorrowingBorrowing is requested to be made pursuant to SECTION 2.2(B) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may make any requested Borrowing of $250,000 1,000,000 or a greater integral multiple thereofof $100,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), Sections 7.3(c) through (c), (d), and (eh), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(bSection 2.6(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity DateBusiness Day immediately preceding the Termination Date for the Revolver Facility; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iii) on any date of determination, the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) the Revolver Principal Debt outstanding on any date of determination shall not exceed the Revolver Commitment then in effect; (v) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vvi) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under for the Revolver Facility; provided that, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) Section 2.6(b), a participation in any Swing Line Borrowing, such Borrowing shall bear interest Credit Agreement 36 at the Default Rate; and (vivii) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSection 2.6(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBankSwing Line Lender, SO LONG AS so long as such notice is received by NationsBank Swing Line Lender prior to 12:00 noon (Dallas, Texas time). Interest Accrued interest on Swing Line Borrowings shall be paid monthly in arrears due and payable on each March 31, June 30, September 30, and December 31, and on the last Business Day of each monthTermination Date for the Revolver Facility. Principal on On each Swing Line Borrowing Maturity Date, all Swing Line Principal Debt then outstanding shall be repaid on the last Business Day of the month following such Swing Line Borrowingin full.

Swing Line Subfacility. (a) For the convenience of the parties and as an integral part of the transactions contemplated by the Loan PapersDocuments, NationsBankSwing Line Lender, solely for its own account, may agrees to make any requested Swing Line Borrowing of $250,000 5,000,000 or a greater integral multiple thereofof $1,000,000, subject to those terms and conditions applicable to Borrowings set forth in SECTION 7.3(b), (c), (d), and (e)6, directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THATprovided that: (i) each such Swing Line Borrowing must occur on a Business Day prior to, and not on or after, no later than the Swing Line Maturity Business Day immediately preceding the Termination Date; (ii) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the lesser of (A) the Swing Line Commitment, and (B) the Total Commitment minus the Total Principal Debt (other than the Swing Line Principal Debt); (iii) on any date of determination, the Revolver Commitment Usage Total Principal Debt shall never exceed the Revolver Total Commitment; (iv) at the time Principal Debt of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; any Lender outstanding on any date of determination (v) each Swing Line Borrowing shall bear interest at a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in other than any Swing Line Borrowing, Principal Debt) plus such Borrowing Lender's Pro Rata Part of the Swing Line Principal Debt shall bear interest at the Default Ratenot exceed such Lender's Commitment then in effect; and (viv) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such SectionSECTION, and until such purchase shall occur or until the Swing Line Borrowing has been repaid. Each Borrowing under the Borrower may request a Swing Line Subfacility shall be available and may be prepaid Borrowing on same day any Business Day by telephonic notice from to Swing Line Lender no later than 12:00 noon on such Business Day (followed immediately by a Notice of Borrowing), and Swing Line Lender shall make such Swing Line Borrowing available to Borrower in immediately available funds (by deposit of such funds to NationsBankBorrower's account as designated to Administrative Agent by Borrower) within two hours of receipt of the Notice of Borrowing, SO LONG AS provided that such notice Notice of Borrowing is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line Borrowing.Lender not later than 2:00 p.m. Each

Swing Line Subfacility. (a) For From time to time on any Business Day occurring on or after the convenience of the parties and as an integral part of the transactions contemplated by Effective Date but prior to the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, Commitment Termination Date and subject to those the terms and conditions applicable to Borrowings set forth herein and in reliance upon the agreements of the other Lenders set forth in SECTION 7.3(b), (c), (d), and (e), directly to Borrower as a Swing Line Borrowing without requiring any other Lender to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicable; PROVIDED THAT: (i) each such Borrowing must occur on a Business Day prior to, and not on or afterthis Section 2.1.3, the Swing Line Maturity DateLender may, but is not obligated to, make loans (each such loan, a “Swing Line Loan”) in an aggregate amount not to exceed at any time outstanding the Swing Line Amount, notwithstanding the fact that such Swing Line Loans, when aggregated with the Credit Exposure of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Loan Commitment; provided, that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. The Swing Line Lender shall not permitted to make any Swing Line Loan if, after giving effect thereto, (a) the aggregate amount of all Swing Line Loans outstanding would exceed the Swing Line Amount or (b) the aggregate Credit Exposures of all Lenders would exceed the lesser of (i) the Loan Commitment Amount and (ii) the aggregate Swing Line Principal Debt outstanding on any date Borrowing Base then in effect. On the terms and subject to the conditions hereof, the Borrowers may from time to time, subject to the sole discretion of determination shall not exceed the Swing Line Commitment; Lender, borrow, repay, prepay and reborrow Swing Line Loans. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender (iiiother than the Swing Line Lender) on any date shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of determination, such Lender’s Percentage times the Revolver Commitment Usage shall never exceed the Revolver Commitment; (iv) at the time amount of such Swing Line BorrowingLoan. Notwithstanding any terms to the contrary contained herein, no Default or Potential Default shall have occurred and be continuing; (v) each the Swing Line Borrowing facility provided herein (i) is an uncommitted facility and the Swing Line Lender may, but shall bear interest at a rate per annum equal to the LESSER OF not be obligated to, make Swing Line Loans, and (aii) the Base Rate plus the Applicable Margin for Base Rate Borrowings under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT may be terminated at any time after Revolver Lenders are deemed to have purchased pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate; and (vi) no additional Swing Line Borrowing shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(b), to purchase a participation in any Swing Line Borrowing as provided in such Section, and until such purchase shall occur or until by the Swing Line Borrowing has been repaid. Each Borrowing under Lender upon written notice to the Swing Line Subfacility shall be available and may be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received by NationsBank prior to 12:00 noon (Dallas, Texas time). Interest on Swing Line Borrowings shall be paid monthly in arrears on the last Business Day of each month. Principal on each Swing Line Borrowing shall be repaid on the last Business Day of the month following such Swing Line BorrowingBorrowers.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Commitment Usage Principal Debt shall never exceed the Revolver Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased this Agreement pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing Borrowings shall be made at any time after any Revolver Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.2(c) and (d), to either fund a Borrowing under this Agreement or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.2(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. Each Borrowing under On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Subfacility Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Principal Debt owed to any Swing Line Lender may exceed its Commitment. Each Quoted Swing Line Borrowing shall be available and may made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received made by NationsBank prior to 12:00 noon (Dallas, Texas time)all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Interest on Swing Line Borrowings shall be paid monthly made in arrears on a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the last Business Day remaining balance of each monththe available Swing Line Commitment). Principal on Each Swing Line Lender shall make the portion of each Swing Line Borrowing shall to be repaid made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the last Business Day of the month following date such Swing Line BorrowingBorrowing is requested to be made pursuant to SECTION 2.2(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on or after the Closing Date and prior to the Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.

Swing Line Subfacility. (a) For Subject to the convenience of the parties and as an integral part of the transactions contemplated by the Loan Papers, NationsBank, solely for its own account, may make any requested Borrowing of $250,000 or a greater integral multiple thereof, subject to those terms and conditions applicable to Borrowings hereof and relying upon the representations and warranties herein set forth in SECTION 7.3(b)forth, each Swing Line Lender agrees, severally and not jointly, on and after the Closing Date and until the earlier of the Business Day immediately preceding the Facility A Termination Date or the termination of the Swing Line Committed Sum of such Swing Line Lender, (c)i) to make available to Borrower requested Swing Line Borrowings ("QUOTED SWING LINE BORROWINGS") on the basis of quoted interest rates (each, a "QUOTED SWING LINE RATE") furnished by such Swing Line Lender from time to time in its discretion to Borrower (d), through Administrative Agent) and accepted by Borrower in its discretion and (e), directly ii) to lend to Borrower as a such Swing Line Lender's Percentage Part of any requested Swing Line Borrowing without requiring any other Lender ("ALTERNATE RATE SWING LINE BORROWINGS"), bearing interest at a rate equal to fund its Pro Rata Part thereof unless and until SECTION 2.2(b) is applicablethe Alternate Rate; PROVIDED THAT: provided that, (i) each such Borrowing must occur on a Business Day prior to, and not on or after, the Swing Line Maturity Date; (iiA) the aggregate Swing Line Principal Debt outstanding on any date of determination shall not exceed the Swing Line Commitment; (iiiB) on any date of determination, the Revolver Facility A Commitment Usage shall never exceed the Revolver Facility A Commitment; (ivC) at the time of such Swing Line Borrowing, no Default or Potential Default shall have occurred and be continuing; (vD) each no Swing Line Borrowing shall bear interest at may be made on any date on which a rate per annum equal to the LESSER OF (a) the Base Rate plus the Applicable Margin for Base Rate Borrowings Borrowing under the Revolver Facility, AND (b) the Maximum Rate; PROVIDED THAT at any time after Revolver Lenders are deemed to have purchased Facility A pursuant to SECTION 2.2(b) a participation in any Swing Line Borrowing, such Borrowing shall bear interest at the Default Rate2.1 is being made; and (viE) no additional Swing Line Borrowing shall be made at any time after any Revolver Facility A Lender has refused, notwithstanding the requirements of SECTION 2.2(bSECTIONS 2.3(c) and (d), to either fund a Borrowing under Facility A or to purchase a participation in any the Swing Line Borrowing Principal Debt as provided required in such Section, and Sections (such unavailability of the Swing Line Subfacility shall continue until such funding or purchase shall occur or until the Swing Line Borrowing Principal Debt has been repaid); and (F) at any time after Facility A Lenders are deemed to have purchased a participation in any Unrefunded Swing Line Borrowing pursuant to SECTION 2.3(d), such Unrefunded Swing Line Borrowings shall bear interest at the Default Rate. Each Borrowing under On any date of determination, (i) as a result of Quoted Swing Line Borrowings, the Swing Line Subfacility Principal Debt owed to any Swing Line Lender may exceed such Swing Line Lender's Swing Line Committed Sum and (ii) as a result of Swing Line Borrowings, the Facility A Principal Debt owed to any Swing Line Lender may exceed its Facility A Commitment. Each Quoted Swing Line Borrowing shall be available and may made only by the Swing Line Lender furnishing the relevant Quoted Swing Line Rate. Each Alternate Rate Swing Line Borrowing shall be prepaid on same day telephonic notice from Borrower to NationsBank, SO LONG AS such notice is received made by NationsBank prior to 12:00 noon (Dallas, Texas time)all Swing Line Lenders ratably in accordance with their respective Percentage Parts. Interest on Swing Line Borrowings shall be paid monthly made in arrears on a minimum aggregate principal amount of $1,000,000 or an integral multiple of $250,000 if in excess thereof (or an aggregate principal amount equal to the last Business Day remaining balance of each monththe available Swing Line Commitment). Principal on Each Swing Line Lender shall make the portion of each Swing Line Borrowing shall to be repaid made by it available to Borrower by means of a credit to the general deposit account of Borrower with Administrative Agent or by a wire transfer, at the expense of Borrower, to an account designated in writing by Borrower, in each case by 2:30 p.m, Dallas, Texas time, on the last Business Day of the month following date such Swing Line BorrowingBorrowing is requested to be made pursuant to SECTION 2.3(b) below, in immediately available funds. Borrower may borrow, prepay, and reborrow Swing Line Borrowings on AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 23 29 or after the Closing Date and prior to the Facility A Termination Date (or such earlier date on which the Swing Line Commitment shall terminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.