Common use of Swing Line Clause in Contracts

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 or (iii) if after giving effect to such Swing Line Loan, the aggregate amount of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Rate. The Borrower may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum amount of $500,000 or an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit account of a Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is made.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank Bank of America shall make available Swing Line Loans in Dollars only to the Borrower Borrowers prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the respective Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount Dollar Value of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at The Borrowers may, subject to the Base Rate. The Borrower may conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.13SECTION 2.5. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 250,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit EXHIBIT D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Base Rate. Upon the occurrence of an Event of Default Swing Line Loans shall accrue interest at the Default Rate. All accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in SECTIONS 4.3 with respect to interest on Base Rate Loans. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Lender shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day to have purchased from Bank of America a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan is made.Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied,

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank Bank of America shall make available available, on a same day basis, Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 25,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Rate. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.132.4. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 500,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Swing Line Rate. All accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in Section 4.3 with respect to interest on Base Rate Loans. Each provision of Section 2.1(c) and (d) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Lender shall be deemed received on the next Business Day. Each to have purchased from Bank of America a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall be repaid deemed to be a Base Rate Refunding Loan under Section 2.1 if the conditions to making Revolving Loans shall then be satisfied. If such conditions are not then satisfied, such Advance shall be deemed to be the funding by such Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest and fees thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility Loans in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower prior to the Facility Termination Maturity Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 the Swing Line Sublimit, or (iii) if after giving effect to such Swing Line Loan, the sum of the Swing Line Outstandings, Revolving Credit Outstandings at such time and the aggregate amount Letter of Credit Exposure of all Outstandings exceeds Revolving Lenders at such time would exceed the Total aggregate Revolving Credit Commitment. Swing Line Loans shall bear interest Commitments of all Revolving Lenders at the Base Ratesuch time. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.13SECTION 3.8. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or100,000, or if greater, in amounts which are an integral multiples multiple of $50,000100,000 in excess thereof, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative Officer of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2EXHIBIT B-1(b), with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Adjusted Base Rate, or to the extent provided in SECTION 5.1 (b), the Default Rate. All accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the amount of any payment manner provided in SECTION 5.1 (c) with respect to interest on Base Rate Loans. The principal amount of each Swing Line Loan is payable in full on demand or such other earlier date as provided for herein. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Revolving Lender shall be deemed received to have purchased from Bank of America a Participation therein in an amount equal to the percentage of that Xxxxxx's Revolving Credit Commitment of such Swing Line Loan. Upon demand made by Bank of America, each Lender shall, according to the percentage of its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Simultaneously with the making of each such payment by a Revolving Lender to Bank of America to fund such Revolving Lender's purchase price of a Participation in such Swing Line Loan, such Revolving Lender shall, automatically and without any further action on the next Business Daypart of Bank of America or such Revolving Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the date the Revolving Lender made its payment) in the related rights of Bank of America with respect to obligations of the Borrower as to such Swing Line Loan. (d) The Borrower, at its option and subject to the terms hereof, may request a Borrowing pursuant to SECTION 3.2 in an amount sufficient to repay Swing Line Outstandings on any date, and the Administrative Agent shall provide from the proceeds of such Borrowing to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Borrowing in immediately available funds in the manner directed by the Borrower pursuant to SECTION 3.2(b). Each The proceeds of such Borrowings shall be paid to Bank of America for application to the Swing Line Outstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Borrowings. The Swing Line shall continue in effect until the Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. In the event any Revolving Lender has funded the purchase price of its Participation in any Swing Line Loan shall be repaid by as provided above, then at the Borrower on time payment (in fully collected, immediately available funds) of any principal amount of, or before the tenth Business Day following the day interest on, such Swing Line Loan Loan, in whole or in part, is madereceived by Bank of America or the Administrative Agent, Bank of America or the Administrative Agent (as applicable) shall promptly pay to such Revolving Lender an appropriate pro rata amount of such payment from the Borrower.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings Out standings exceed $5,000,000 15,000,000 or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, the use of the proceeds of such Swing Line Loan and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by a Note delivered to NationsBank pursuant to this Section 2.13(b) on the Closing Date in the original principal amount of $15,000,000. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank an amount equal to its Participation therein. Any such provision made by a Lender pursuant to demand of NationsBank shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide such amount to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence, event or circumstance whatsoever, including without limitation non-compliance with the restrictions set forth in Section 2.1(b) and shall be made without any offset, abatement, withholding or reduction whatsoever. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank NationsBank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.15(c), shall make available Swing Line Loans to the either Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is Borrowers are not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 50,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate principal amount of all Outstandings Outstanding Credit Obligations exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at be limited to Base Rate Loans unless NationsBank and the Base RateBorrowers shall agree otherwise. The Borrower Borrowers may borrow, repay and reborrow under this Section 2.132.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 1,000,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receiptirrevocable telephonic notice, by an Authorized Representative of 44 Borrowers made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. The applicable Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative either Borrower instructs NationsBank to debit any demand deposit account of a such Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is made.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 5,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of (A) the Total Revolving Credit CommitmentCommitment or (B) the Borrowing Base. Swing Line Loans shall bear interest at the Base Rate or Adjusted CD Rate, as selected by the Borrower in a Borrowing Notice. The Borrower may borrow, repay and reborrow under this Section 2.13SECTION 2.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, 200,000 or in amounts which are integral multiples of $50,000the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing borrowing, the interest rate selected (Base Rate or Adjusted CD Rate) and the date of borrowing, and shall be in the form of Exhibit EXHIBIT D-2, with appropriate insertionsinsert ions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 200,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate or the Adjusted CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in SECTIONS 2.2(B) AND 2.4 with respect to interest on Revolving Loans. The Swing Line Outstandings shall be evidenced by the Swing Line Note. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of SECTION 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to SECTION 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to SECTION 2.1(C)(II). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower Borrowers prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is Borrowers are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 5,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at The Borrowers may, subject to the Base Rate. The Borrower may conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.132.5. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Base Rate or such other rate as the Borrowers and Bank of America shall agree. Swing Line Loans shall accrue interest from and after the occurrence of an Event of Default at the Default Rate, and all accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in Sections 4.3 with respect to interest on Base Rate Loans. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Lender shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day to have purchased from Bank of America a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan is madeunder Section 2.2, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrowers, at their option and subject to the terms hereof, may request an Advance pursuant to Section 2.2 in an amount sufficient to repay Swing Line Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrowers pursuant to Section 2.2(c)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the Swing Line Outstandings and the Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 2,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at The Company may, subject to the Base Rate. The Borrower may conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 10,000 or, if greater, in amounts which are integral multiples of $50,00010,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 10,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower NationsBank. Swing Line Loans shall bear interest solely at the Base Rate. Upon the occurrence of an Event of Default Swing Line Loans shall accrue interest at the Default Rate, and all accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in Sections 2.2 with respect to interest on Base Rate Loans. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Lender shall be deemed received on the next Business Day. Each to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be repaid satisfied, a Base Rate Refunding Loan under Section 2.1, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower Borrowers (subject to the PR Borrowing Limit) prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the applicable Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 or 10,000,000, (iii) if after giving effect to such Swing Line Loan, the aggregate Revolver Availability will be less than zero, (iv) if, immediately after giving effect to such Swing Line Loan, the Required Reserve is less than the amount required by Section 10.20, or (v) if after giving effect to such Swing Line Loan the amount of all Outstandings exceeds the Total Revolving Credit Commitment. Outstandings plus Swing Line Loans Outstandings of the PR Borrowers shall bear interest at exceed the Base Rateapplicable PR Borrowing Limit. The Borrower may Borrowers may, subject to the conditions set forth in the preceding sentence and subject to the PR Borrowing Limit, borrow, repay and reborrow under this Section 2.132.6. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the applicable Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Base Rate (or, to the extent provided in Section 4.3, at the Default Rate) and all accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in Section 4.3 with respect to interest on Base Rate Loans. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Revolving Lender shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day to have purchased from Bank of America a Participation therein in an amount equal to that Revolving Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by Bank of America, each Revolving Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan is madeunder Section 2.3, and (ii) in all other cases, the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Each Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.3 in an amount sufficient to repay Swing Line Outstandings of such Borrower on any date and the Administrative Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by such Borrower pursuant to Section 2.3(c)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the Swing Line Outstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by ------------ NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,00010,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the ----------- contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate or such other rate as the Borrower and NationsBank shall agree, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. ----------------------- The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5. Any amount of principal or interest which ----------- is not paid when due shall bear interest thereafter at the Default Rate. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 ----------- until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the ----------- purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line ----------- Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances ------------------ shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Rate. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.13SECTION 2.4. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 1,000,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank Bank of America not later than 2:00 P.M. 12:00 noon on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit EXHIBIT D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Base Rate or, if applicable, the Default Rate. All accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is made.manner provided in SECTION

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not be obligated to make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 15,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Rate. The Borrower Company may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,00010,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and borrowing, the date of borrowing, and the election of either the Base Rate or the Adjusted Federal Funds Rate with respect to such borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 10,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loans shall bear interest, at the Borrower's option, at either (i) the Base Rate, or (ii) the Adjusted Federal Funds Rate; provided, however, that if the Borrowing Notice received by the Administrative Agent with respect to a Swing Line Loan fails to designate either the Base Rate or the Adjusted Federal Funds Rate for such Swing Line Loan, such Swing Line Loan shall bear interest at the Base Rate. The interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by a Note delivered to NationsBank pursuant to this Section 2.13(b) on the Closing Date in the original principal amount of $15,000,000 and substantially in the form of Exhibit F-2. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 15,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans made pursuant to this Section 2.17 shall bear be limited to Loans bearing interest at a Floating Rate. (i) the Base Rate. The Borrower may borrow, repay and reborrow under this Section 2.132.17. Unless notified to the contrary by NationsBank, borrowings Borrowings under the Swing Line shall may be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, with a minimum outstanding amount at all times of $100,000, upon written telephonic (confirmed in writing) or telefacsimile request by telefacsimile transmission, effective upon receipt, by an Authorized Representative authorized officer of the Borrower made to NationsBank not later than 2:00 P.M. 12:00 noon Charlotte, North Carolina time on the Business Day of the requested borrowing. Each such Borrowing Notice Swing Line Loans shall specify bear interest, at the amount election of the borrowing and Borrower as designated to NationsBank, at either the date of borrowing, and shall be Reference Rate in the form case of Exhibit D-2a Reference Loan or the CD Rate in the case of a Floating CD Loan or the Money Market Rate in the case of a Money Market Loan. If the Borrower fails to designate the interest rate for a Swing Line Loan, with appropriate insertionsthen such Swing Line Loan shall bear interest at the Reference Rate. Unless notified to the contrary by NationsBank, each Each repayment of a Swing Line Loan shall be in the integral multiples of $50,000 with a minimum outstanding amount of $500,000 or an integral multiple of $50,000 in excess thereof, or 100,000. (ii) If the aggregate amount of all Swing Line Outstandings. If an Authorized Representative Borrower instructs NationsBank to debit any its demand deposit account of a Borrower in the an amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, repayment after 2:00 P.M. Charlotte, North Carolina time, on a Business Day, such payment shall be deemed received on the next Business Day. Each . (iv) The Borrower at its option may request an Advance as a Revolving Loan pursuant to Section 2.01 in an amount sufficient to repay any or all Swing Line Loan Loans on any date and the Agent shall be repaid by upon the Borrower on or before receipt of such Advance, provide to NationsBank the tenth Business Day following the day amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. The proceeds of such Advances shall be paid to NationsBank for application to the Swing Line Outstandings and the Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The obligation of NationsBank to fund the Swing Line shall cease upon the earlier of (i) the occurrence of a Default, or (ii) the Revolving Credit Termination Date; provided that when a Default is madeno longer continuing NationsBank shall be obligated to provide Swing Line Loans.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower from the Closing Date and prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 25,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and outstanding Competitive Bid Loans exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Rate. The Borrower Company may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 1,000,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Base Rate or at such other rate or rates as the Borrower and NationsBank may agree from time to time, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the manner provided in Sections 2.3 with respect to interest on Base Rate Loans (except as NationsBank and the Borrower may otherwise agree in connection with any particular Swing Line Loan). Each The Swing Line Loans shall be evidenced by the Swing Line Note. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein and, upon any such demand by NationsBank, such Swing Line Loan shall without further action be repaid converted to a Base Rate Loan. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 2.9, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to and of a denomination permitted under Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed Outstanding exceeds $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all Outstandings exceeds the Outstanding Credit Obligations exceed the Total Revolving Credit Commitment. Loans made pursuant to this Section 2.16 shall be limited to Loans bearing interest at the Base Rate unless NationsBank and Borrower shall agree otherwise. (i) On each Business Day, in the absence of contrary instructions from the Borrower (by telephone confirmed in writing), NationsBank shall make a Swing Line Loans Loan by funding the Borrower's Account with NationsBank through credits to such account to the extent necessary based on the balance in the account on such day in order to fund that day's presentments for payment against the account. Upon each Advance, the Borrower shall be indebted to NationsBank in the amount of the Advance, plus interest thereon, in accordance with the terms and conditions hereof. (ii) Not later than 3:00 P.M. (Charlotte, North Carolina time) on each Business Day on which Advances under the Swing Line are to be made, NationsBank shall inform the Borrower by telephone of the amount of such Advances. (iii) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.16 outstanding on any day shall bear interest at the Base Rate. Rate unless NationsBank shall agree otherwise. (iv) The Borrower and each Lender which is or may borrow, repay and reborrow under this Section 2.13. Unless notified become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the contrary by NationsBank, borrowings under Borrower but that such Lender shall share the risk of loss with respect to such Advances in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line shall be Loan. Upon demand made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment Lender shall, according to its Lender's Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed a Base Rate Loan ending on the next following Business Day, which shall be extended automatically until the Borrower converts such Base Rate Loan in accordance with the terms of Section 2.11 hereof. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or an Event of Default or any other occurrence or event. Borrower at its option may request an Advance as a Revolving Credit Loan pursuant to Section 2.01 in an amount sufficient to repay any or all Swing Line Loans on any date and the Agent shall upon the receipt of such Advance, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Credit Loan in immediately available funds to the Borrower's Account. The proceeds of such Advances shall be in paid to NationsBank for application to the minimum amount of $500,000 or an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank Outstanding and the Lenders shall then be deemed to debit any demand deposit account of a Borrower have made Revolving Credit Loans in the amount of any payment with respect to a such Advances. The Swing Line Loanshall continue to be available until the earlier of (i) occurrence of a Default or an Event of Default, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on (ii) the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is madeRevolving Credit Termination Date.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 2,500,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of the Total Revolving Credit CommitmentCommitment or the Borrowing Base. Swing Line Loans shall bear be limited to either Base Rate Loans or to Loans bearing interest at the Base Ratean otherwise mutually agreed upon rate of interest. The Borrower Company may borrow, repay and reborrow under this Section SECTION 2.13. Unless notified to the contrary by NationsBank, borrowings Borrowings under the Swing Line shall be made in the minimum amount of $100,000 50,000 or, if greater, in amounts which are integral multiples of $50,00010,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit EXHIBIT D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each Each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 10,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at either the Base Rate or at an otherwise mutually agreed upon rate of interest, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in SECTIONS 2.2(b) AND 2.4 with respect to interest on Base Rate Loans. Swing Line Loans made by NationsBank shall be evidenced by a Note payable to the order of NationsBank in the amount of the Swing Line Commitment, which Note shall be dated the Closing Date or a later date pursuant to an Assignment and Acceptance and shall be duly completed, executed and delivered by the Borrower. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under SECTION 2.1 until the Borrower converts such Base Rate Loan in accordance with the terms of SECTION 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to SECTION 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Out- standings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to SECTION 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. Upon the occurrence and during the continuation of a Default or Event of Default, NationsBank shall not be required to make any Swing Line Loans.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 25,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate sum of the principal amount of all Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and Reserve Amount exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.133.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 3.2(b) and 3.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 3.5. (c) Upon the making of a Swing Line Loan, each Lender with a Revolving Credit Commitment shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 3.1 until the Borrower converts such Base Rate Loan in accordance with the terms of Section 3.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 3.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 3.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the a minimum amount of $500,000 or 100,000 and an integral multiple of $50,000 in excess thereof, thereof or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5(c). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(d)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, if and when there shall be more than one Lender under this Agreement, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall may make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 or 5,000,000, (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit CommitmentCommitment or (iv) if the number of Lenders is less than two. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile 40 transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the a minimum amount of $500,000 or 100,000 and an integral multiple of $50,000 in excess thereof, thereof or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5(c). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(d)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans in Dollars to the Borrower Greenfield prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is Borrowers are not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed Outstanding exceeds $5,000,000 10,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount Dollar Value of all Outstandings Outstanding Credit Obligations exceeds the Total Revolving Credit Commitment. Loans made pursuant to this Section 2.16 shall be limited to Loans bearing interest at the Base Rate unless NationsBank shall agree otherwise. (i) On each Business Day, in the absence of contrary instructions from Greenfield (by telephone confirmed in writing), NationsBank shall make a Swing Line Loans Loan by funding the Applicable Borrower's Account with NationsBank through credits to such account to the extent necessary based on the balance in the account on such day in order to fund that day's presentments for payment against the account. Upon each Advance, Greenfield shall be indebted to NationsBank in the amount of the Advance, plus interest thereon, in accordance with the terms and conditions hereof. (ii) Not later than 3:00 P.M. (Charlotte, North Carolina time) on each Business Day on which Advances under the Swing Line are to be made, NationsBank shall inform Greenfield by telephone of the amount of such Advances. (iii) All Advances made by NationsBank under the Swing Line pursuant to this Section 2.16 outstanding on any day shall bear interest at the Base Rate. The Borrower Rate unless NationsBank shall agree otherwise. (iv) Greenfield and each Lender which is or may borrow, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the become a party hereto acknowledge that all Swing Line shall Loans are to be made solely by NationsBank to Greenfield but that such Lender shall share the risk of loss with respect to such Swing Line Loans in the minimum an amount equal to such Lender's Applicable Commitment Percentage of $100,000 or, if greater, in amounts which are integral multiples of $50,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative such Swing Line Loan. Upon demand made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment Lender shall, according to its Lender's Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (A) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan ending on the next following Business Day, which shall be extended automatically until Greenfield converts such Base Rate Loan in accordance with the terms of Section 2.11 hereof, and (B) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Greenfield at its option may request an Advance as a Revolving Credit Loan pursuant to Section 2.01 in an amount sufficient to repay any or all Swing Line Loans on any date and the Agent shall upon the receipt of such Advance, provide to NationsBank the amount necessary to repay such Swing Line Loan or Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Credit Loan in immediately available funds to the Applicable Borrower's Account. The proceeds of such Advances shall 43 49 be in paid to NationsBank for application to the minimum amount of $500,000 or an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank Outstanding and the Lenders shall then be deemed to debit any demand deposit account of a Borrower have made Revolving Credit Loans in the amount of any payment with respect to a such Advances. The Swing Line Loanshall continue in effect until the earlier of (i) occurrence of a Default, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on (ii) the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is madeRevolving Credit Termination Date.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 5,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Ratebe limited to CD Rate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, 200,000 or in amounts which are integral multiples of $50,000the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to If the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum amount of $500,000 or an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 1:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the time provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Borrower on or before Note delivered to NationsBank pursuant to Section 2.5. (c) Upon the tenth Business Day following the day making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan is made.under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank NationsBank, in its individual capacity and not as Administrative Agent, and subject to the provisions of Section 2.15(c), shall make available Swing Line Loans to the either Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is Borrowers are not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 50,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate principal amount of all Outstandings Outstanding Credit Obligations exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at be limited to Base Rate Loans unless NationsBank and the Base RateBorrowers shall agree otherwise. The Borrower Borrowers may borrow, repay and reborrow under this Section 2.132.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 1,000,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receiptirrevocable telephonic notice, by an Authorized Representative of Borrowers made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. The applicable Borrower shall provide the Administrative Agent written confirmation of each such telephonic notice on the same day by telefacsimile transmission in the form of a Borrowing Notice. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative either Borrower instructs NationsBank to debit any demand deposit account of a such Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate or at any rate otherwise mutually agreed upon by NationsBank and the Borrowers. The interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.03 and 2.04 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Borrower on or before Note delivered to NationsBank pursuant to Section 2.07(c). (c) Upon the tenth Business Day following the day making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount determined with reference to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Credit Loans shall be satisfied, a Base Rate Refunding Loan is madeunder Section 2.01 until the applicable Borrower converts such Base Rate Loan in accordance with the terms of Section 2.11, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Either Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01 in an amount sufficient to repay Swing Line Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrowers pursuant to Section 2.01(c)(iii). The proceeds of such Advances shall be paid to NationsBank for application to the Swing Line Outstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Three Year Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower prior to the Facility Three Year Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 5,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Three Year Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Three Year Commitment. Swing Line Loans shall bear interest at The Company may, subject to the Base Rate. The Borrower may conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.132.4. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Base Rate. Swing Line Loans shall accrue interest (including interest at the Default Rate on certain conditions), and all accrued and unpaid interest on Swing Line Loans shall be payable, on the dates and in the amount of any payment manner provided in Sections 4.3 with respect to interest on Base Rate Loans. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Lender shall be deemed received on the next Business Day. Each to have purchased from Bank of America a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan Loan. Upon demand made by Bank of America, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be (i) provided that the conditions to making Revolving Loans shall be repaid satisfied, a Base Rate Refunding Loan under Section 2.1(b), and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1(b) in an amount sufficient to repay Swing Line Outstandings on any date and the Administrative Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(d)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Three Year Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement ---------- to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower BREED in Dollars prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is Borrowers are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 20,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate sum of the principal amount of all Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower BREED may borrow, repay and reborrow under this Section 2.133.14. Unless notified to the contrary by NationsBank, borrowings Borrowings under the Swing Line shall be made in the ------------ minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. If such Borrowing Notice is received by 2:00 P.M. on any Business Day, the amount of the Swing Line Loan requested will be made available to the Borrower by a credit to the Borrower's Account or as otherwise specified by the Borrower at or prior to 5:00 P.M. on such Business Day. If such Borrowing Notice is received later than 2:00 P.M. on any Business Day, the amount of the Swing Line Loan requested will be so made available to the Borrower by 12:00 noon on the next succeeding Business Day. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate ----------- insertions. Unless notified to the contrary by NationsBank, each Each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) Swing Line Loans shall be in Dollars and shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of a Borrower NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the amount of any payment manner provided in Sections 3.2(b) and 3.4 with ----------------------- respect to interest on Base Rate Loans. Amounts not paid when due shall bear interest at the Default Rate. The Swing Line Outstandings shall be evidenced by a Swing Line Note delivered to NationsBank. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on each Lender with a Business Day, such payment Revolving Credit Commitment shall be deemed received on the next Business Day. Each to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be repaid deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 3.1 until BREED Converts ----------- such Base Rate Loan in accordance with the terms of Section 3.8, and (ii) in all ----------- cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or an Event of Default or any other occurrence or event. BREED, at its option and subject to the terms hereof, may request an Advance pursuant to Section 3.1 in an amount sufficient to repay Swing Line ----------- Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 3.1(c)(ii). The proceeds of such Advances ------------------ shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from if, to the Borrower or a Lender that actual knowledge of NationsBank, the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 20,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount of all Outstandings exceeds Outstanding Credit Obligations exceed the Total Revolving Credit Commitment. Swing Line Loans shall bear be limited to Loans bearing interest at the Base Adjusted CD Rate. The Borrower may borrow, repay and reborrow under this Section 2.132.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the ----------- contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. Charlotte, North Carolina time on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Adjusted CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.01(b) and 2.03 with respect to interest on Base Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01 until the Borrower Converts such Base Loan in accordance with the terms of Section 2.09, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.01(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility Commitments in an efficient manner and to minimize the transfer of funds between the Agent and the Lenderseach Bank, NationsBank shall make available Swing Line Loans in Dollars to each of the Companies, jointly and severally, from the Effective Date to the Borrower prior to Termination Date (or such earlier date as the Facility Termination DateRevolving Commitments of all Banks shall have terminated in accordance with the terms hereof). NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is Companies are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings would exceed $5,000,000 40,000,000, or (iii) if after giving effect to such Swing Line Loan, to the actual knowledge of NationsBank the Dollar Equivalent Amount of Revolving Loan Outstandings would exceed the aggregate amount of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base RateCommitments. The Borrower Companies may borrow, repay and reborrow under this Section 2.132.19. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative a Responsible Officer made to NationsBank not later than 2:00 1:00 P.M. on the Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2L, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit account of a Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each Swing Line Loan shall be repaid by the Borrower on or before the tenth Business Day following the day such Swing Line Loan is made.Line

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit 5 Year Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans in Dollars to the Borrower prior to the Facility 5 Year Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from if, to the Borrower or a Lender that actual knowledge of NationsBank, the Borrower is not in compliance with all the conditions to the making of Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 20,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount of all Outstandings exceeds Outstanding 5 Year Obligations exceed the Total Revolving Credit 5 Year Commitment. Swing Line Loans shall bear be limited to Loans bearing interest at the Base Adjusted CD Rate. The Borrower may borrow, repay and reborrow under this Section 2.132.15. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Adjusted CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.01(c) and 2.03 with respect to interest on Base Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.07(d). (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.01(b) until the Borrower Converts such Base Loan in accordance with the terms of Section 2.09, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.01(b) in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.01(d)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 5,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, the Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base Ratebe limited to CD Rate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, 200,000 or in amounts which are integral multiples of $50,000the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to If the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum amount of $500,000 or an integral multiple of $50,000 in excess thereof, or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 1:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the CD Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the time provided in Sections 2.2(b) and 2.4 with respect to interest on Base Rate Loans. The Swing Line Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 2.5. (c) Upon the making of a Swing Line Loan, each Lender shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility Loans in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower prior to the Facility Termination Maturity Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 the Swing Line Sublimit, or (iii) if after giving effect to such Swing Line Loan, the sum of the Swing Line Outstandings, Revolving Credit Outstandings at such time and the aggregate amount Letter of Credit Exposure of all Outstandings exceeds Revolving Lenders at such time would exceed the Total aggregate Revolving Credit Commitment. Swing Line Loans shall bear interest Commitments of all Revolving Lenders at the Base Ratesuch time. The Borrower may may, subject to the conditions set forth in the preceding sentence, borrow, repay and reborrow under this Section 2.133.8. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or100,000, or if greater, in amounts which are an integral multiples multiple of $50,000100,000 in excess thereof, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative Officer of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2B-1(b), with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative instructs NationsBank to debit any demand deposit . (b) The interest payable on Swing Line Loans is solely for the account of a Borrower Bank of America. Swing Line Loans shall bear interest solely at the Adjusted Base Rate, or to the extent provided in Section 5.1(b), the Default Rate. All accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the amount of any payment manner provided in Section 5.1(c) with respect to interest on Base Rate Loans. The principal amount of each Swing Line Loan is payable in full on demand or such other earlier date as provided for herein. (c) Upon the making of a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment each Revolving Lender shall be deemed received to have purchased from Bank of America a Participation therein in an amount equal to the percentage of that Lender’s Revolving Credit Commitment of such Swing Line Loan. Upon demand made by Bank of America, each Lender shall, according to the percentage of its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall when made be deemed to be the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Simultaneously with the making of each such payment by a Revolving Lender to Bank of America to fund such Revolving Lender’s purchase price of a Participation in such Swing Line Loan, such Revolving Lender shall, automatically and without any further action on the next Business Daypart of Bank of America or such Revolving Lender, acquire a Participation in an amount equal to such payment (excluding the portion thereof constituting interest accrued prior to the date the Revolving Lender made its payment) in the related rights of Bank of America with respect to obligations of the Borrower as to such Swing Line Loan. (d) The Borrower, at its option and subject to the terms hereof, may request a Borrowing pursuant to Section 3.2 in an amount sufficient to repay Swing Line Outstandings on any date, and the Administrative Agent shall provide from the proceeds of such Borrowing to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Borrowing in immediately available funds in the manner directed by the Borrower pursuant to Section 3.2(b). Each The proceeds of such Borrowings shall be paid to Bank of America for application to the Swing Line Outstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Borrowings. The Swing Line shall continue in effect until the Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full. In the event any Revolving Lender has funded the purchase price of its Participation in any Swing Line Loan shall be repaid by as provided above, then at the Borrower on time payment (in fully collected, immediately available funds) of any principal amount of, or before the tenth Business Day following the day interest on, such Swing Line Loan Loan, in whole or in part, is madereceived by Bank of America or the Administrative Agent, Bank of America or the Administrative Agent (as applicable) shall promptly pay to such Revolving Lender an appropriate pro rata amount of such payment from the Borrower.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Revolving Lenders, NationsBank Bank of America shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank Bank of America shall not be obligated to make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 7,500,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all the Swing Line Outstandings, Revolving Credit Outstandings and Letter of Credit Outstandings exceeds the lesser of (A) the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at Commitment or (B) the Borrowing Base Rateminus the amount of any Term Loan B Outstandings. The Borrower may borrow, repay and reborrow under this Section 2.132.14. Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $200,000 and $100,000 or, if greater, increments in amounts which are integral multiples of $50,000excess thereof or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank Bank of America not later than 2:00 12:30 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the an amount which is a minimum amount of $500,000 200,000 or an integral multiple of $50,000 100,000 increments in excess thereof, thereof or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank Bank of America to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank Bank of America otherwise receives repayment, after 2:00 12:30 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate. The interest payable on Swing Line Loans is solely for the account of Bank of America, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 2.2(b) and 2.4 with respect to interest on Revolving Loans. The Swing Line Outstandings shall be evidenced by the Swing Line Note. (c) Upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to have purchased from Bank of America a Participation therein in an amount equal to that Revolving Lender's Applicable Revolving Commitment Percentage of such Swing Line Loan. Upon demand made by Bank of America, each Revolving Lender shall, according to its Applicable Revolving Commitment Percentage of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Revolving Lender pursuant to demand of Bank of America of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Loans shall be satisfied, a Base Rate Refunding Loan under Section 2.1 until the Borrower Converts such Base Rate Loan in accordance with the terms of Section 2.8, and (ii) in all other cases, the funding by each Revolving Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Revolving Lender to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 2.1 in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section 2.1(c)(ii). The proceeds of such Advances shall be paid to Bank of America for application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Revolving Lenders shall then be deemed to have made Revolving Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility Commitments in an efficient manner and to minimize the transfer of funds between the Agent and the Lenderseach Bank, NationsBank shall make available Swing Line Loans in Dollars to each of the Companies, jointly and severally, from the Effective Date to the Borrower prior to Termination Date (or such earlier date as the Facility Termination DateRevolving Commitments of all Banks shall have terminated in accordance with the terms hereof). NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is Companies are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings would exceed $5,000,000 25,000,000, or (iii) if after giving effect to such Swing Line Loan, to the actual knowledge of NationsBank the Dollar Equivalent Amount of Revolving Loan Outstandings would exceed the aggregate amount of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base RateCommitments. The Borrower Companies may borrow, repay and reborrow under this Section 2.132.19. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative a Responsible Officer made to NationsBank not later than 2:00 3:00 P.M. on the Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2L, with appropriate insertions. Unless notified to the contrary by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative any Company instructs NationsBank to debit any demand deposit account of a Borrower such Company in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Base Rate or at such other rate or rates as the applicable Company and NationsBank may agree from time to time, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the manner provided in this Article II with respect to interest on Base Rate Loans (except as NationsBank and the applicable Company may otherwise agree in connection with any particular Swing Line Loan). Each The Swing Line Loans shall be evidenced by the Swing Line Note. (c) Upon the making of a Swing Line Loan in accordance with this Section 2.19, each Bank shall be deemed to have purchased from NationsBank a Swing Line Participation therein in an amount equal to that Bank's Pro Rata Share of such Swing Line Loan. For purposes of Section 2.1(a), each Swing Line Loan shall be repaid deemed to utilize the Revolving Commitment of each Bank by the Borrower on or before the tenth Business Day following the day an amount equal to its Pro Rata Share of such Loan. Upon demand made by NationsBank, each Bank shall, according to its Pro Rata Share of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Swing Line Participation and, upon any such demand by NationsBank, such Swing Line Loan is madeshall without further action be converted to a Base Rate Loan. Any such payment made by a Bank pursuant to demand of NationsBank of the purchase price of its Swing Line Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Loan under Section 2.1(a) until the Companies convert such Base Rate Loan in accordance with the terms of Section 2.4, and (ii) in all other cases, the funding by each Bank of the purchase price of its Swing Line Participation in such Swing Line Loan. The obligation of each Bank to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default or any other occurrence or event. Upon (and only upon) receipt by NationsBank of funds from the Companies in repayment of principal of or interest on Swing Line Loans with respect to which any Bank has funded the purchase of its participation in accordance with clause (ii) of the fourth sentence of Section 2.19(c), NationsBank will promptly pay over to the Agent (in the kind of funds so received or applied) for the account of each such Bank (other than NationsBank) in accordance with their Pro Rata Shares the aggregate amount of such payment as shall equal the aggregate amount of the Pro Rata Shares of such payment of each such Bank (other than NationsBank). The Companies, at their option and subject to the terms hereof, may request a Revolving Borrowing pursuant to and of a denomination permitted under Section 2.1(a) in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Borrowing to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of such Borrowing in immediately available funds in the manner directed by the Companies. The Swing Line shall continue in effect until the Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof), at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. (a) Notwithstanding any other provision of this ---------- Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. NationsBank shall not make any Swing Line Loan pursuant hereto (i) if to the actual knowledge of NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 15,000,000, or (iii) if after giving effect to such Swing Line Loan, the aggregate sum of the principal amount of all Swing Line Outstandings, Revolving Credit Outstandings, Letter of Credit Outstandings and Reserve Amount exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the be limited to Base RateRate Loans. The Borrower Company may borrow, repay and reborrow under this Section 2.133.13. Unless notified to the ------------ contrary by NationsBank, borrowings under the Swing Line shall be made in the minimum amount of $100,000 500,000 or, if greater, in amounts which are integral multiples of $50,000100,000, or in the amount necessary to effect a Base Rate Refunding Loan, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative of the Borrower made to NationsBank not later than 2:00 3:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2, with appropriate insertions. Unless notified to the contrary ----------- by NationsBank, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative the Borrower instructs NationsBank to debit any demand deposit account of a the Borrower in the amount of any payment with respect to a Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. Each . (b) Swing Line Loan Loans shall bear interest at the Base Rate, the interest payable on Swing Line Loans is solely for the account of NationsBank, and all accrued and unpaid interest on Swing Line Loans shall be repaid payable on the dates and in the manner provided in Sections 3.2(b) and ------------------- 3.4 with respect to interest on Base Rate Loans. The Swing Line --- Outstandings shall be evidenced by the Note delivered to NationsBank pursuant to Section 3.5. ----------- (c) Upon the making of a Swing Line Loan, each Lender with a Revolving Credit Commitment shall be deemed to have purchased from NationsBank a Participation therein in an amount equal to that Lender's Applicable Commitment Percentage of such Swing Line Loan. Upon demand made by NationsBank, each Lender shall, according to its Applicable Commitment Percentage of such Swing Line Loan, promptly provide to NationsBank its purchase price therefor in an amount equal to its Participation therein. Any Advance made by a Lender pursuant to demand of NationsBank of the purchase price of its Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Refunding Loan under Section 3.1 until the Borrower converts such Base Rate ----------- Loan in accordance with the terms of Section 3.8, and (ii) in all other ----------- cases, the funding by each Lender of the purchase price of its Participation in such Swing Line Loan. The obligation of each Lender to so provide its purchase price to NationsBank shall be absolute and unconditional and shall not be affected by the occurrence of a Default or an Event of Default or any other occurrence or event. The Borrower, at its option and subject to the terms hereof, may request an Advance pursuant to Section 3.1 in an amount sufficient to repay ----------- Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Advance to NationsBank the amount necessary to repay such Swing Line Outstandings (which NationsBank shall then apply to such repayment) and credit any balance of the Advance in immediately available funds in the manner directed by the Borrower on or before pursuant to Section ------- 3.1(c)(ii). The proceeds of such Advances shall be paid to NationsBank for ---------- application to the tenth Business Day following the day such Swing Line Loan is madeOutstandings and the Lenders shall then be deemed to have made Loans in the amount of such Advances. The Swing Line shall continue in effect until the Revolving Credit Termination Date, at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.

Swing Line. a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Agent and the Lenders, NationsBank shall make available Swing Line Loans to the Borrower prior to the Facility Revolving Credit Termination Date. Each provision of Section 2.01(c) hereof applicable to Base Rate Loans shall be applicable in all respects to each Swing Line Loan. (a) NationsBank shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from the Borrower or a Lender that the Borrower is not in compliance with all the conditions to the making of Revolving Credit Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings exceed $5,000,000 the Total Swing Line Commitment, or (iii) if after giving effect to such Swing Line Loan, the aggregate amount sum of all Outstandings exceeds the lesser of the Borrowing Base or the Total Revolving Credit Commitment. . (b) All Advances made by NationsBank under the Swing Line Loans pursuant to this Section 2.02 outstanding on any day shall bear interest at the Base Rate. The rate agreed to between the Borrower may borrowand NationsBank and, repay and reborrow under this Section 2.13. Unless notified to the contrary by NationsBank, borrowings under the Swing Line shall be unless made in the minimum amount of $100,000 oraccordance with Section 2.01(c)(iv), if greater, in amounts which are integral multiples of $50,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative made to NationsBank not later than 2:00 P.M. on the Business Day of the requested borrowing. Each such Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form minimum principal amount of Exhibit D-2, with appropriate insertions. Unless notified to the contrary by NationsBank, $1,000,000 and any increment of $100,000 in excess thereof. (c) The principal amount of each repayment of a Swing Line Loan shall be payable on the earlier to occur of (i) the repayment thereof with a Revolving Credit Loan pursuant to Section 2.02(e) below and (ii) the Swing Line Termination Date. (d) The Borrower and each Lender which is or may become a party hereto acknowledge that all Swing Line Loans are to be made solely by NationsBank to the Borrower but that such Lender shall share the risk of loss with respect to such Advances by making an Advance under the Revolving Credit Facility to repay such Swing Line Loan in an amount equal to such Lender's Applicable Commitment Percentage of such Swing Line Loan. The obligation of each Lender to so pay its ratable share of the minimum principal amount of $500,000 outstanding Swing Line Loans by making such Advances under the Revolving Credit Facility up to but not exceeding the Revolving Credit Commitment of such Lender shall be absolute and unconditional and shall be made without counterclaim, deduction or an integral multiple set-off by such Lender. Without limiting the generality of $50,000 in excess thereofthe foregoing, or each Lender's obligation to pay its ratable share of the aggregate principal amount of all outstanding Swing Line Outstandings. If an Authorized Representative instructs NationsBank Loans by making such Revolving Credit Loans as set forth above in this Section 2.02(d) shall not be affected by: (i) any failure or inability of the Borrower to debit satisfy the applicable conditions to borrowing set forth in Section 5.02, (ii) any demand deposit account lack of a Borrower in validity or enforceability of this Agreement or any of the amount other Loan Documents, or (iii) the occurrence of any payment Default or Event of Default. (e) NationsBank may, at any time, in its sole discretion, by written notice to the Borrower, the Agent and the Lenders, demand repayment of its Swing Line Loans. Any such demand for repayment of the Swing Line Loans, and the occurrence of the Swing Line Termination Date, shall be deemed to constitute a Borrowing Notice pursuant to Section 2.01(c)(i) and (ii), effective on the date of such demand or occurrence, respectively, with respect to a Base Rate Loan advanced under the Revolving Credit Facility on the date of such Borrowing Notice in the aggregate principal amount of all outstanding Swing Line Loan, or NationsBank otherwise receives repayment, after 2:00 P.M. on a Business Day, such payment shall be deemed received on the next Business DayLoans. Each Lender shall pay to the Agent, for the account of NationsBank, an amount of such Base Rate Loan equal to its Applicable Commitment Percentage (determined before giving effect to any termination of the Revolving Credit Commitments pursuant to Section 9.01) in the manner described in Section 2.01(c)(iii). (f) The Agent shall upon the receipt of an Advance as a Revolving Credit Loan pursuant to Section 2.02(e) in an amount sufficient to repay any or all Swing Line Loan shall be repaid by Loans then outstanding, provide to NationsBank the Borrower on or before the tenth Business Day following the day amount necessary to repay such Swing Line Loan is madeor Loans (which NationsBank shall then apply to such repayment) and credit any balance of the Revolving Loan in immediately available funds to the Borrower's Account. (g) The Swing Line shall continue in effect until the earlier of (i) occurrence and continuation of a Default, or (ii) the Revolving Credit Termination Date (the "Swing Line Termination Date").

Swing Line. (a) Notwithstanding any other provision of this Agreement to the contrary, in order to administer the Revolving Credit Facility Commitments in an efficient manner and to minimize the transfer of funds between the Agent and the Lenderseach Bank, NationsBank Bank of America shall make available Swing Line Loans in Dollars to each of the Companies, jointly and severally, from the Closing Date to the Borrower prior to Termination Date (or such earlier date as the Facility Termination DateRevolving Commitments of all Banks shall have terminated in accordance with the terms hereof). NationsBank Bank of America shall not make any Swing Line Loan pursuant hereto (i) if NationsBank has received written notice from to the Borrower or a Lender that actual knowledge of Bank of America the Borrower is Companies are not in compliance with all the conditions to the making of Revolving Loans set forth in this Agreement, (ii) if after giving effect to such Swing Line Loan, the Swing Line Outstandings would exceed $5,000,000 15,000,000, or (iii) if after giving effect to such Swing Line Loan, to the actual knowledge of Bank of America the Revolving Loan Outstandings would exceed the aggregate amount of all Outstandings exceeds the Total Revolving Credit Commitment. Swing Line Loans shall bear interest at the Base RateCommitments. The Borrower Companies may borrow, repay and reborrow under this Section 2.132.19 . Unless notified to the contrary by NationsBankBank of America, borrowings under the Swing Line shall be made in the minimum amount of $100,000 or, if greater, in amounts which are integral multiples of $50,000100,000, upon written request by telefacsimile transmission, effective upon receipt, by an Authorized Representative a Responsible Officer made to NationsBank Bank of America not later than 2:00 3:00 P.M. on the Business Day of the requested borrowing. Each such Swing Line Borrowing Notice shall specify the amount of the borrowing and the date of borrowing, and shall be in the form of Exhibit D-2L , with appropriate insertions. Unless notified to the contrary by NationsBankBank of America, each repayment of a Swing Line Loan shall be in the minimum an amount of $500,000 or which is an integral multiple of $50,000 in excess thereof, 100,000 or the aggregate amount of all Swing Line Outstandings. If an Authorized Representative any Company instructs NationsBank Bank of America to debit any demand deposit account of a Borrower such Company in the amount of any payment with respect to a Swing Line Loan, or NationsBank Bank of America otherwise receives repayment, after 2:00 3:00 P.M. on a Business Day, such payment shall be deemed received on the next Business Day. (b) Swing Line Loans shall bear interest at the Base Rate plus the Applicable Margin or at such other rate or rates as the applicable Company and Bank of America may agree from time to time, the interest payable on Swing Line Loans is solely for the account of Bank of America, and all accrued and unpaid interest on Swing Line Loans shall be payable on the dates and in the manner provided in this Article II (except as Bank of America and the applicable Company may otherwise agree in connection with any particular Swing Line Loan). Each The Swing Line Loans shall be evidenced by the Swing Line Note. (c) Upon the making of a Swing Line Loan in accordance with this Section 2.19 , each Bank having a Revolving Commitment shall be deemed to have purchased from Bank of America a Swing Line Participation therein in an amount equal to that Bank’s Pro Rata Share of such Swing Line Loan. For purposes of Section 2.1(a) , each Swing Line Loan shall be repaid deemed to utilize the Revolving Commitment of each Bank by the Borrower on or before the tenth Business Day following the day an amount equal to its Pro Rata Share of such Loan. Upon demand made by Bank of America, each Bank having a Revolving Commitment shall, according to its Pro Rata Share of such Swing Line Loan, promptly provide to Bank of America its purchase price therefor in an amount equal to its Swing Line Participation. Any such payment made by a Bank pursuant to demand of Bank of America of the purchase price of its Swing Line Participation shall be deemed (i) provided that the conditions to making Revolving Loans shall be satisfied, a Base Rate Loan is madeunder Section 2.1(a) until the Companies convert such Base Rate Loan in accordance with the terms of Section 2.4 , and (ii) in all other cases, the funding by each Bank of the purchase price of its Swing Line Participation in such Swing Line Loan. The obligation of each Bank having a Revolving Commitment to so provide its purchase price to Bank of America shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default or any other occurrence or event. Upon (and only upon) receipt by Bank of America of funds from the Companies in repayment of principal of or interest on Swing Line Loans with respect to which any Bank has funded the purchase of its participation in accordance with clause (ii) of the fourth sentence of this Section 2.19(c) , Bank of America will promptly pay over to the Agent (in the kind of funds so received or applied) for the account of each such Bank (other than Bank of America) in accordance with their Pro Rata Shares the aggregate amount of such payment as shall equal the aggregate amount of the Pro Rata Shares of such payment of each such Bank (other than Bank of America). The Companies, at their option and subject to the terms hereof, may request a Revolving Borrowing pursuant to Section 2.1(a) in an amount sufficient to repay Swing Line Outstandings on any date and the Agent shall provide from the proceeds of such Borrowing to Bank of America the amount necessary to repay such Swing Line Outstandings (which Bank of America shall then apply to such repayment) and credit any balance of such Borrowing in immediately available funds in the manner directed by the Companies. The Swing Line shall continue in effect until the Termination Date (or such earlier date as the Revolving Commitments of all Banks shall have terminated in accordance with the terms hereof), at which time all Swing Line Outstandings and accrued interest thereon shall be due and payable in full.