Common use of The Revolving Credit Facility Clause in Contracts

The Revolving Credit Facility. (a) Each Bank severally agrees, on the terms and conditions set forth herein, that prior to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers may borrow, repay, and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.

The Revolving Credit Facility. 2.1 The Revolving Credit Facility. (a) Each Bank severally agrees, on Pursuant to the terms of this Agreement and upon the satisfaction of the conditions set forth hereinprecedent referred to in Section 5 hereof, the Lenders agree to make available to the Borrower from time to time until the Commitment Termination Date, and the Borrower may borrow from the Lenders, Advances for working capital purposes, capital expenditures and general corporate purposes not to exceed the Revolving Loan Commitment, less in each instance the aggregate amount any Letters of Credit issued for the benefit of the Borrower, it being acknowledged and agreed that prior the aggregate face amount of any such Letters of Credit shall not exceed Seven Million Dollars ($7,000,000) in the aggregate at any one time (hereinafter, referred to as the "Revolving Credit Facility"). If any Advances are made during the period from the date hereof until the Commitment Termination Date, unless an Event of Default occurs, the Borrower may borrow, repay and reborrow in accordance with this Agreement. Requests for Advances shall be made pursuant to Section 3.1 of this Agreement. (b) The Pro Rata Share of the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion Facility of any unreimbursed amounts paid under Letters Lender shall not at any time exceed its separate Commitment. The obligations of Credit referred to herein as "Revolving Credit Advances" each Lender hereunder shall be several and "Advances") in an not joint. The aggregate amount which, when aggregated with of Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does outstanding shall not exceed at any time the Maximum Amount less the amount of the Letter of Credits outstanding at such Bank's time (the "Borrowing Availability"). The Borrower shall make payments of principal from time to time under the Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers may borrow, repay, and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereof. The Borrowers acknowledge Facility so that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of Advances does not at any time exceed the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitmentthen Borrowing Availability. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the The Revolving Credit Facility shall be evidenced by the Notes executed and Advances made pursuant delivered by the Borrower to draws under Letters each Lender to evidence the Commitment of Credit issued under each such Lender. Each Note shall be in the principal amount of the Commitment applicable to the Lender. At the Closing, the initial Revolving Loan Commitment shall be evidenced by Notes in substantially the form of Exhibit B, annexed hereto, with subsequent increases in the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and Loan Commitment evidenced by a Note in substantially the Borrowers may Convert Advances form of one Type into Advances of another Type (as provided in Subsection 2.15 hereofExhibit B(i), or Continue Advances of one Type as Advances annexed hereto. Each Note shall represent the obligation of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be madeBorrower to pay the amount of each Lender's Commitment or, Convertedif less, or Continued by the Banks simultaneously and proportionately to their applicable Lender's Pro Rata Portion Share of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent unpaid principal amount of Revolving Credit all Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers to Borrower together with interest thereon as prescribed in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereofSection 2.

The Revolving Credit Facility. (a) Each Bank severally agreesSection 2.1 The Loan. Until the Termination Date, on the terms and conditions set forth herein, that prior Borrowers may request Lenders to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances Advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitmentand, subject to the terms and conditions of this Agreement. During the aforesaid period, the each Lender severally and not jointly agrees to lend such Lender’s Commitment Percentage of each requested Advance up to such Lender’s Commitment which Borrowers may borrow, repay, repay and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereofreborrow from time to time. The aggregate unpaid principal amount at any one time outstanding of all Advances shall not exceed the lesser of the Maximum Principal Amount or the Borrowing Base in effect as of the date of determination. (a) Agent shall establish on its books an account in the name of Borrowers acknowledge that (the “Borrowers’ Loan Account”). A debit balance in Borrowers’ Loan Account shall reflect the amount outstanding at any time pursuant of Borrowers’ indebtedness to the Credit is as reflected in the books and records of the Agent and Lenders from time to time by reason of Advances and other appropriate charges (including, without limitation, interest charges) hereunder. At least once each month, Agent shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the provide to Borrowers with a statement of the amount outstanding pursuant Borrowers’ Loan Account which statement shall be considered correct and accepted by Borrowers and conclusively binding upon Borrowers unless Borrowers notify Agent to the Credit as reflected in the books and records contrary within 30 days of the Agent at the time of any Agent’s providing such requeststatement to Borrowers. (b) If at any time Each Advance made hereunder shall, in accordance with GAAP, be entered as a debit to Borrowers’ Loan Account, and shall be in a principal amount which, when aggregated with all other Advances then outstanding, shall not exceed the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount lesser of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to then effective Borrowing Base or less than such Bank's Revolving Credit CommitmentMaximum Principal Amount. (c) Subject The Loan shall be due and payable on the Termination Date. Upon the occurrence of an Event of Default, Agent shall have rights and remedies available to the further terms and limitations it under Article 9 of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On Agent has the Closing Dateright upon 10 days prior notice to Borrowers at any time, and from time to time, in its commercially reasonable discretion exercised in good faith (but without any obligation), to set aside reasonable reserves against the aggregate outstanding principal amount under Borrowing Base in such amounts as it may deem commercially reasonable, including, without limitation, a reserve equal to the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers outstanding indebtedness in accordance connection with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereofBank Products.

The Revolving Credit Facility. (a) Each Bank severally agrees, on Subject to the terms and conditions set forth hereinof this Agreement, each Bank severally and not jointly agrees, that prior during the period from the Effective Date to but excluding the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the such Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers may borrow, repay, and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof. (e) The Borrowers shall have the right to request increases in the aggregate amount of the Revolving Credit Commitments from time to time (provided that after giving effect to any such increase the aggregate amount of the Revolving Credit Commitments would not exceed $250,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Borrowers, prior to requesting an increase in the Revolving Credit Commitments pursuant to this subsection must offer in writing each Bank the right to increase its Revolving Credit Commitment by an amount so that such Bank's Pro Rata Portion shall not be decreased as a result of such increase in the Revolving Credit Commitments. If a Bank does not accept the Borrowers' offer to increase its Revolving Credit Commitment as provided in the preceding sentence within 10 Business Days of the receipt of such offer, such offer shall be deemed rejected by such Bank. No Bank shall be required to increase its Revolving Credit Commitment. In the event a new Bank or Banks become a party to this Agreement, or if any existing Bank agrees to increase its Revolving Credit Commitment, such Bank shall on the date it becomes a Bank hereunder (or increases its Revolving Credit Commitment, in the case of an existing Bank) (and as a condition thereto) purchase from the other Banks its Bank's Pro Rata Portion (as determined after giving effect to the increase of Revolving Credit Commitments) of any outstanding Revolving Credit Advances, by making available to the Agent for the account of such other Banks at the Agent's principal office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Credit Advances to be purchased by such Bank plus (B) the aggregate amount of payments previously made by such Bank under Section 2.3.(f) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Credit Advance. Upon any such assignment, the assigning Bank shall be deemed to represent and warrant to such other Bank that such assigning Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to any Revolving Credit Advance being assigned, the Loan Documents or any party to this Agreement. No increase of the Revolving Credit Commitments may be effected under this subsection if a default or Event of Default shall be in existence on the effective date of such increase. In connection with any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this subsection, the Borrowers shall make appropriate arrangements so that each new Bank, and any existing Bank increasing its Revolving Credit Commitment, receives a new or replacement Note, as appropriate, in the amount of such Bank's Revolving Credit Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Revolving Credit Commitments.

The Revolving Credit Facility. (a) Each Bank severally agrees, on Pursuant to the terms of this Agreement and upon the satisfaction of the conditions precedent and referred to in Section 5 hereof, the Bank hereby establishes a revolving line of credit (the “Revolving Credit Facility”) in the Borrower’s favor pursuant to which the Borrower may borrow from the Bank advances for working capital purposes, letters of credit and general corporate purposes as set forth herein, that prior herein not to exceed the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with Facility Limit, less in each instance the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion aggregate amount of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") issued for the benefit of the Borrower. The Borrower may request Advances in an aggregate amount which, when aggregated with Advances comprised not to exceed the lesser of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit CommitmentFacility Limit and the Maximum Availability (as defined below). All Loans made by the Bank under this Agreement, subject and all of the Borrower’s other liabilities to the terms Bank under or pursuant to this Agreement, are payable on the Revolving Credit Termination Date. If any Advances are made during the period from the date hereof through the Revolving Credit Termination Date, unless an Event of Default occurs, the Borrower may borrow, repay and conditions of reborrow in accordance with this Agreement. During All loans made by the aforesaid period, the Borrowers may borrow, repayBank under this Agreement, and reborrow, and request all of the issuance of Letters of Credit in accordance with Borrower’s other liabilities to the terms hereof. The Borrowers acknowledge that the amount outstanding at any time Bank under or pursuant to this Agreement, are payable on the Revolving Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such requestTermination Date. (b) If As used herein, the term “Maximum Availability” refers at any time to the principal amounts outstanding under any Bank's Revolving Credit Advances lesser of (including Advances in respect of unreimbursed amounts paid under Letters of Crediti) or (ii), together with below: (i) up to (A) Fifteen Million Dollars ($15,000,000.00); minus (B) the sum of the aggregate amount amounts then undrawn on all outstanding letters of credit, acceptances, or any other accommodations issued or incurred by the Bank for the account and/or the benefit of the Bank's Pro Rata Portion Borrower. (ii) up to (A) eighty five percent (85%) of Domestic Eligible Receivables; plus (B) fifty percent (50%) of Foreign Eligible Receivables; plus (C) fifty percent (50%) of the Letter value of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, Borrower’s Eligible Inventory; minus (D) the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause sum of the aggregate amounts then undrawn on all outstanding amounts thereunder to be equal to letters of credit, acceptances, or less than such Bank's Revolving Credit Commitmentany other accommodations issued or incurred by the Bank for the account and/or the benefit of the Borrower. (c) Subject to The Revolving Credit Facility is established for the further terms purpose of financing the Borrower’s working capital, letters of credit and limitations of this Agreementgeneral business needs, the Borrowers may designate and Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under shall be evidenced by the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate AdvancesNote, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by in substantially the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereofform of Exhibit A annexed hereto.

The Revolving Credit Facility. (a) Each Bank Lender severally agrees, on the terms and conditions set forth herein, that prior to the Revolving Credit Maturity Date Termination Date, and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will will, upon the request of Borrower, make advances to the Borrowers Borrower (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not to exceed at any time outstanding such BankLender's Revolving Credit Commitment; PROVIDED HOWEVER, that at no time shall the sum of (i) all outstanding Advances plus (ii) the face amount of all outstanding Letters of Credit plus (iii) (without duplication) all outstanding reimbursement obligations related to Letters of Credit under Section 3, ever exceed the aggregate of the Revolving Credit Commitments of the Lenders. During such period, subject to the terms and conditions of this Agreement. During the aforesaid periodlimits set forth herein, the Borrowers Borrower may borrow, repay, and reborrow, and request the issuance of Letters of Credit reborrow in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the aggregate principal amounts outstanding under the Advances of any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the BankLender plus such Lender's Pro Rata Portion of the Letter face amount of all outstanding Letters of Credit Contingent Obligations(plus, exceed without duplication, any reimbursement obligations due to such Bank's Lender with respect to Letters of Credit under this Agreement) exceeds the Revolving Credit CommitmentCommitment of such Lender, Borrower shall prepay, without premium or penalty, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder plus such Lender's Pro Rata Portion of the face amount of all outstanding Letters of Credit (plus, without duplication, any reimbursement obligations due to such Lender with respect to Letters of Credit under this Agreement) to be equal to or less than such BankLender's Revolving Credit Commitment. (c) Subject All Advances shall be subject to the further terms and limitations conditions of this AgreementAgreement and shall bear interest at the Prime Rate, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided set forth in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof)Section 2.5. All Advances shall be made, Converted, or Continued made by the Banks Lenders simultaneously and proportionately to their Pro Rata Portion of the aggregate Revolving Credit Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.

The Revolving Credit Facility. (a) Each Bank Lender severally agrees, on the terms and conditions set forth herein, that prior to the Revolving Credit Maturity Date Termination Date, and so long as there exists no Event of Default or circumstance of which the Borrower has knowledge which with the giving of notice or passage of time would become an Event of Default, it will will, upon the request of Borrower, make advances to the Borrowers Borrower (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised not to exceed at any time outstanding the lesser of the Bank(A) such Lender's Revolving Credit Commitment or (B) such Lender's Pro Rata Portion of unreimbursed Total Credit Availability; it being understood and agreed that at no time shall the sum of (i) all outstanding Advances plus (ii) the aggregate original principal amounts paid under Letters of Credit and with all Term Loans made hereunder plus (iii) the Bank's Pro Rata Portion aggregate amount of all outstanding Letter of Credit Contingent Obligations, does not ever exceed at any time such Bank's the aggregate of the Revolving Credit CommitmentCommitments of the Lenders. During such period, subject to the terms and conditions of this Agreement. During the aforesaid periodlimits set forth herein, the Borrowers Borrower may borrow, repay, and reborrow, and request the issuance of Letters of Credit reborrow in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the aggregate principal amounts outstanding under the Advances of any Bank's Revolving Credit Advances Lender plus (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with i) the aggregate amount original principal balances of the BankTerm Loans made by such Lender hereunder and plus (ii) such Lender's Pro Rata Portion of the aggregate outstanding Letter of Credit Contingent Obligations, exceed such Bank's exceeds the Revolving Credit CommitmentCommitment of such Lender, Borrower shall prepay, without premium or penalty (other than as expressly set forth in Subsection 2.10), the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder plus (i) the aggregate original principal balances of Term Loans made by such Lender hereunder plus (ii) such Lender's Pro Rata Portion of the aggregate outstanding Letter of Credit Obligations to be equal to or less than such BankLender's Revolving Credit Commitment. (c) Subject to the further terms and limitations conditions of this Agreement, the Borrowers Borrower may designate Advances requested request an Advance under the Revolving Credit Facility and Advances made pursuant to draws under Letters by means of Credit issued under the Revolving Credit Facility to be a LIBOR Rate Advances Advance or Prime a Base Rate AdvancesAdvance, and the Borrowers Borrower may Convert Advances an Advance of one Type into Advances an Advance of another Type (as provided in Subsection 2.15 2.13 hereof), or Continue Advances an Advance of one Type as Advances an Advance of the same Type (as provided in Subsection 2.15 2.13 hereof); provided, however, that there shall be no more than six (6) LIBOR Rate Advances outstanding at any one time hereunder. All Advances shall be made, Converted, or Continued by the Banks Lenders simultaneously and proportionately to their Pro Rata Portion of the aggregate Revolving Credit Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.

The Revolving Credit Facility. (a) Each Bank severally agrees, on the terms and conditions set forth herein, that prior to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers may borrow, repay, and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.and

The Revolving Credit Facility. 2.1 COMMITMENT TO LEND. ------------------ (a) Each Bank severally agrees, on Subject to the terms and conditions set forth hereinin this Credit Agreement, that prior each of the Banks severally agrees to lend to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances Borrower and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers Borrower may borrow, repay, and reborrow, and request reborrow from time to time from the issuance of Letters of Closing Date up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.5, Tranche A Loans in such sums as are requested by the terms hereof. The Borrowers acknowledge Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the sum of ----- the Maximum Drawing Amount and all Unpaid Reimbursement Obligations; provided -------- that the sum of the outstanding amount outstanding of the Tranche A Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount and all Unpaid Reimbursement Obligations shall not at any time pursuant to exceed the Credit is as reflected lesser of (i) the sum of the Total Commitment minus the outstanding amount of Tranche B Loans and (ii) the Tranche A Borrowing ----- Base. The Tranche A Loans shall be made pro rata in accordance with each Bank's --- ---- Commitment Percentage. Each request for a Tranche A Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in ss.11 and ss.12, in the books and records case of the Agent initial Tranche A Loans to be made on the Closing Date, and shall be conclusive and binding absent manifest error. Agent willss.12, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records case of all other Tranche A Loans, have been satisfied on the Agent at the time date of any such request. (b) If Subject to the terms and conditions set forth in this Credit Agreement, each of the Banks severally agrees to lend to the Borrower and the Borrower may borrow, repay, and reborrow from time to time from the Closing Date up to but not including the Revolving Credit Loan Maturity Date upon notice by the Borrower to the Agent given in accordance with ss.2.5, Tranche B Loans in such sums as are requested by the Borrower up to a maximum aggregate amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment; provided that the sum of the outstanding amount of -------- the Tranche B Loans (after giving effect to all amounts requested) shall not at any time exceed the principal amounts least of (i) $7,968,750, (ii) the sum of (A) the Total Commitment minus (B) the sum of the outstanding under any amount of Tranche A Loans plus ----- ---- the Maximum Drawing Amount and all Unpaid Reimbursement Obligations and (iii) the Tranche B Borrowing Base. The Tranche B Loans shall be made pro rata in --- ---- accordance with each Bank's Revolving Credit Advances (including Advances Commitment Percentage. Each request for a Tranche B Loan hereunder shall constitute a representation and warranty by the Borrower that the conditions set forth in respect of unreimbursed amounts paid under Letters of Credit)ss.11 and ss.12, together with in the aggregate amount case of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder initial Tranche B Loans to be equal to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On on the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof)and ss.12, allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for case of all purposes hereofother Tranche B Loans, have been satisfied on the date of such request.

The Revolving Credit Facility. (a) Each Bank severally agrees, on Pursuant to the terms of this Agreement and upon the satisfaction of the conditions set forth hereinprecedent referred to in Section 5 hereof, the Bank agrees to make available to the Borrower, and the Borrower may borrow from the Bank, Advances for working capital purposes (the "Revolving Credit Facility") not to exceed the lesser of: (A) the Borrowing Base, and (B) the principal amount of Four Million Dollars ($4,000,000.00) (the "Maximum Revolving Credit Facility Amount") (such lesser amount being defined herein as the "Maximum Revolving Credit Facility Limit"), less in each instance the aggregate amount any letters of credit issued for the benefit of the Borrower, it being acknowledged and agreed that prior to the aggregate face amount of any such letters of credit shall not exceed One Million Dollars in the aggregate at any one time. The Revolving Credit Facility shall be evidenced by the Revolving Credit Maturity Date Note, which shall be in substantially the form of Exhibit 2A.1 annexed hereto. If any Advances are made during the period from the date hereof until June 30, 2004 (as such date may be extended in writing from time to time in the Bank's sole and so long as there exists no absolute discretion, the "Revolving Credit Termination Date"), unless an Event of Default or circumstance which occurs, the Borrower may borrow, repay and reborrow in accordance with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers may borrow, repay, and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time Characterization of any such request. (b) If at any time Account Receivable due from an account debtor as an Eligible Receivable in determining the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers Borrowing Base shall prepay the Bank's Revolving Credit Advances so not be deemed a determination by Bank as to cause the aggregate outstanding amounts thereunder its actual value nor in any way obligate Bank to be equal accept any Account Receivable subsequently arising from such account debtor to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof)be, or Continue Advances to continue to deem such Account Receivable to be, an Eligible Receivable; it is the Borrower's responsibility to determine the creditworthiness of one Type as Advances of account debtors and all risks concerning the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion collection of the aggregate CommitmentsAccounts Receivable are with Borrower. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.

The Revolving Credit Facility. (a) Each Bank severally agrees[SECTION] 2.1. COMMITMENT TO LEND; LIMITATION ON TOTAL COMMITMENT. Subject to the provisions of [SECTION] 2.1, on [SECTION] 2.5, [SECTION] 2A and the other terms and conditions set forth hereinin this Agreement, that prior each of the Banks severally agrees to lend to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances to the Borrowers (all such advances Borrower and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject to the terms and conditions of this Agreement. During the aforesaid period, the Borrowers Borrower may borrow, repay, and reborrow, reborrow from time to time between the Effective Date and request the issuance of Letters of Credit Maturity Date upon notice by the Borrower to the Agent given in accordance with [SECTION] 2.5, such sums as are requested by the terms hereof. The Borrowers acknowledge Borrower up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to such Bank's Commitment minus such Bank's Commitment Percentage of the sum of the Maximum Drawing Amount, PROVIDED that the sum of the outstanding amount outstanding of the Loans (after giving effect to all amounts requested) plus the Maximum Drawing Amount shall not at any time pursuant to exceed the Credit is as reflected in the books and records of the Agent and Total Commitment. The Loans shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) Subject to the further terms and limitations of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, each Bank's Commitment Percentage and the Banks shall be deemed to be Revolving Credit Advances at all times immediately adjust inter se any inconsistency between each Bank's outstanding principal amount and Advances each Bank's Commitment. Each request for a Loan hereunder shall constitute a representation and included warranty by the Borrower that the conditions set forth in [SECTION] 11 have been satisfied (or waived in writing by the Banks' Revolving Credit Commitments for all purposes hereof.) on the date of such request and will be satisfied (or waived in writing by the Banks) on the proposed Drawdown Date of the requested Loan, PROVIDED that the making of such representation and warranty by Borrower shall not limit the right of any Bank not to lend if such conditions have not been satisfied or if the Compliance Certificate delivered in connection with ss.11 is inaccurate. Nothing herein shall prevent the Borrower from seeking recourse (subject to [SECTION] 24 of this Agreement) against any Bank that wrongfully fails to advance its proportionate share of a requested Loan as

The Revolving Credit Facility. (a) Each Bank severally agrees, on On the terms and conditions set forth herein, that prior subject to the conditions contained in this Agreement, each Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Lender be obligated to make a Revolving Loan if after giving effect thereto, (i) the Credit Exposure of such Lender would exceed such Lender’s Commitment, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit or (v) a Default shall exist; provided, further, that at no time shall any Lender be required to make any Revolving Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the foregoing, the obligation of each Lender to make its Revolving Loan shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all such advances and circumstances whatsoever, including (A) the Bank's Pro Rata Portion existence of any unreimbursed amounts paid under Letters setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Administrative Agent, any Borrower or any other Person, and (B) any adverse change in the condition (financial or otherwise) of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject Loan Party. Subject to the terms and conditions of this Agreement. During Agreement and within the aforesaid periodlimits set forth in this clause (a), amounts of Loans repaid may be reborrowed under this Section 2.1. (b) At the election of the Swingline Lender, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that the Swingline Lender may borrownot make any Swing Loan to the extent that after giving effect to such Swing Loan, repay(i) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (ii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, or (iii) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit; provided, further, that at no time shall the Swingline Lender make any Swing Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the terms and conditions of this Agreement and within the limits set forth in this clause (b), amounts of Swing Loans repaid may be reborrowed under this clause (b). Notwithstanding the foregoing, the Swingline Lender shall not make any Swing Loan if at least two (2) Business Days prior to such date, the Swing Loan Lender shall have received written notice from any Lender or the Administrative Agent that Swing Loans should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is a “notice of default”; provided, however that the Swingline Lender may make Swing Loans from the earlier of (i) the date that Lenders having at such time in excess of 80% of the sum of the aggregate Commitments (or, if such Commitments are terminated, the sum of the outstanding Loans) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender, authorize the Swingline Lender to continue to make Swing Loans; provided, that, for purposes of determining outstanding Loans for the calculations in this sentence, the principal amount of Swing Loans outstanding shall be deemed to be allocated among the Lenders based on their respective Pro Rata Shares; provided, further, that, so long as there is more than one Lender party hereto, the authorization of at least two Lenders, considering any Lender and its affiliates as a single Lender, shall be required to authorize the Swingline Lender to continue funding Swing Loans, and reborrow, and request (ii) the issuance date that such Default or Event of Letters of Credit Default is waived in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) So long as no Default or Event of Default has occurred and is continuing, the Working Capital Lenders will make loans in Dollars (each a “Working Capital Loans”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for working capital and other general corporate purposes; provided, however, that the Working Capital Lenders may not make any Working Capital Loan to the extent that, after giving effect to such Working Capital Loan, (x) the aggregate outstanding Working Capital Loans would exceed the Working Capital Subfacility Amount or (y) the Total Loans would exceed the aggregate Commitments. Subject to the further terms and limitations conditions of this Agreement, Agreement and within the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type limits set forth in this clause (as provided in Subsection 2.15 hereofc), or Continue Advances amounts of one Type as Advances of the same Type Working Capital Loans repaid may be reborrowed under this clause (as provided in Subsection 2.15 hereofc). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereof.

The Revolving Credit Facility. (a) Each Bank severally agrees, on On the terms and conditions set forth herein, that prior subject to the conditions contained in this Agreement, each Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of DefaultA Lender severally, it will but not jointly, agrees to make advances loans in Dollars (each a “Revolving A Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving A Lender be obligated to make any Revolving A Loan if after giving effect thereto, (i) the Revolving A Exposure of such Lender would exceed such Lender’s Commitment A, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit or (v) a Default shall exist; provided, further, that at no time shall any Revolving A Lender be required to make any Revolving A Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. On the terms and subject to the conditions contained in this Agreement, each Revolving B Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving B Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that at no time shall any Revolving B Lender be obligated to make any Revolving B Loan if after giving effect thereto, (i) the Revolving A Exposure of all Revolving A Lenders other than the Working Capital Lenders would be less than the Commitments A of such advances Revolving A Lenders, (ii) the Revolving B Exposure of such Lender would exceed such Lender’s Commitment B, (iii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iv) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (v) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (vi) a Default shall exist; provided, further, that at no time shall any Revolving B Lender be required to make any Revolving B Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the foregoing, the obligation of each Lender to make its Revolving Loan shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the Bank's Pro Rata Portion terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any unreimbursed amounts paid under Letters setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Administrative Agent, any Borrower or any other Person, and (B) any adverse change in the condition (financial or otherwise) of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject Loan Party. Subject to the terms and conditions of this Agreement. During Agreement and within the aforesaid periodlimits set forth in this clause (a), amounts of Loans repaid may be reborrowed under this Section 2.1. (b) At the election of the Swingline Lender, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that the Swingline Lender may borrownot make any Swing Loan to the extent that after giving effect to such Swing Loan, repay(i) the aggregate Revolving A Exposure of all Revolving A Lenders would exceed the aggregate Commitments A, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (v) a Default shall exist; provided, further, that at no time shall the Swingline Lender make any Swing Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the terms and conditions of this Agreement and within the limits set forth in this clause (b), amounts of Swing Loans repaid may be reborrowed under this clause (b). Notwithstanding the foregoing, the Swingline Lender shall not make any Swing Loan if at least two (2) Business Days prior to such date, the Swingline Lender shall have received written notice from any Revolving A Lender or the Administrative Agent that Swing Loans should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is a “notice of default”; provided, however that the Swingline Lender may make Swing Loans from the earlier of (i) the date that Revolving A Lenders having at such time in excess of 80% of the sum of the aggregate Commitments A (or, if such Commitments A are terminated, the sum of the outstanding Revolving A Loans) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender, authorize the Swingline Lender to continue to make Swing Loans; provided, that, for purposes of determining outstanding Loans for the calculations in this sentence, the principal amount of Swing Loans outstanding shall be deemed to be allocated among the Revolving A Lenders based on their respective Pro Rata Shares of the Commitments A; provided, further, that, so long as there is more than one Revolving A Lender party hereto, the authorization of at least two Revolving A Lenders, considering any Revolving A Lender and its affiliates as a single Revolving A Lender, shall be required to authorize the Swingline Lender to continue funding Swing Loans, and reborrow, and request (ii) the issuance date that such Default or Event of Letters of Credit Default is waived in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) So long as no Default or Event of Default has occurred and is continuing, the Working Capital Lenders will make loans in Dollars (each a “Working Capital Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for working capital and other general corporate purposes; provided, however, that the Working Capital Lenders may not make any Working Capital Loan to the extent that, after giving effect to such Working Capital Loan, (x) the aggregate outstanding Working Capital Loans would exceed the Working Capital Subfacility Amount or (y) the Total Loans would exceed the aggregate Commitments. Subject to the further terms and limitations conditions of this Agreement, Agreement and within the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type limits set forth in this clause (as provided in Subsection 2.15 hereofc), or Continue Advances amounts of one Type as Advances of the same Type Working Capital Loans repaid may be reborrowed under this clause (as provided in Subsection 2.15 hereofc). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and Working Capital Loans shall be deemed to be outstanding under the Commitments A, to the extent that the aggregate outstanding Revolving Credit Advances A Loans and Advances Swing Loans are less than the aggregate Commitments A, and included in otherwise shall be deemed to be outstanding under the Banks' Revolving Credit Commitments for all purposes hereof.B.

The Revolving Credit Facility. (ai) Each Bank severally agrees, on On the terms and conditions set forth herein, that prior subject to the conditions contained in this Agreement, each Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of DefaultA Lender severally, it will but not jointly, agrees to make advances loans in Dollars (each a “Revolving A Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving A Lender be obligated to make any Revolving A Loan if after giving effect thereto, (A) the Revolving A Exposure of such Lender would exceed such Lender’s Commitment A, (B) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (C) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (D) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit or (E) a Default shall exist; provided, further, that at no time shall any Revolving A Lender be required to make any Revolving A Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. . (ii) On the terms and subject to the conditions contained in this Agreement, each Revolving B Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving B Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving B Lender be obligated to make any Revolving B Loan if after giving effect thereto, (A) the Revolving A Exposure of all Revolving A Lenders other than the Working Capital Lenders would be less than the Commitments A of such advances Revolving A Lenders, (B) the Revolving B Exposure of such Lender would exceed such Lender’s Commitment B, (C) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (D) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (E) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (F) a Default shall exist; provided, further, that at no time shall any Revolving B Lender be required to make any Revolving B Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. (iii) On the terms and subject to the Bank's Pro Rata Portion conditions contained in this Agreement, each Revolving C Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving C Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving C Lender be obligated to make any Revolving C Loan if after giving effect thereto, (A) the Revolving A Exposure of all Revolving A Lenders other than the Working Capital Lenders would be less than the Commitments A of such Revolving A Lenders, (B) the Revolving B Exposure of all Revolving B Lenders other than the Working Capital Lenders would be less than the Commitments B of such Revolving B Lenders, (C) the Revolving C Exposure of such Lender would exceed such Lender’s Commitment C, (D) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (E) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (F) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (G) a Default shall exist; provided, further, that at no time shall any Revolving C Lender be required to make any Revolving C Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. (iv) Subject to the foregoing, the obligation of each Lender to make its Revolving Loans shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any unreimbursed amounts paid under Letters setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Administrative Agent, any Borrower or any other Person, and (B) any adverse change in the condition (financial or otherwise) of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject Loan Party. Subject to the terms and conditions of this Agreement. During Agreement and within the aforesaid periodlimits set forth in this clause (a), amounts of Loans repaid may be reborrowed under this Section 2.1. (b) At the election of the Swingline Lender, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that the Swingline Lender may borrownot make any Swing Loan to the extent that after giving effect to such Swing Loan, repay(i) (A) the aggregate Revolving A Exposure of all Revolving A Lenders would exceed the aggregate Commitments A, (B) the aggregate Revolving B Exposure of all Revolving B Lenders would exceed the aggregate Commitments B or (C) the aggregate Revolving C Exposure of all Revolving C Lenders would exceed the aggregate Commitments C, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (v) a Default shall exist; provided, further, that at no time shall the Swingline Lender make any Swing Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the terms and conditions of this Agreement and within the limits set forth in this clause (b), amounts of Swing Loans repaid may be reborrowed under this clause (b). Notwithstanding the foregoing, the Swingline Lender shall not make any Swing Loan if at least two (2) Business Days prior to such date, the Swingline Lender shall have received written notice from any Revolving Lender or the Administrative Agent that Swing Loans should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is a “notice of default”; provided, however that the Swingline Lender may make Swing Loans from the earlier of (i) the date that Revolving Lenders having at such time in excess of 80% of the sum of the aggregate Commitments (or, if such Commitments are terminated, the sum of the outstanding Revolving Loans) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender, authorize the Swingline Lender to continue to make Swing Loans; provided, that, for purposes of determining outstanding Loans for the calculations in this sentence, the principal amount of Swing Loans outstanding shall be deemed to be allocated among the Revolving Lenders based on their respective Pro Rata Shares of the applicable Commitment that would refinance such Swing Loans if such Swing Loans were refinanced at such time; provided, further, that, so long as there is more than one Revolving Lender party hereto, the authorization of at least two Revolving Lenders, considering any Revolving Lender and its affiliates as a single Revolving Lender, shall be required to authorize the Swingline Lender to continue funding Swing Loans, and reborrow, and request (ii) the issuance date that such Default or Event of Letters of Credit Default is waived in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) So long as no Default or Event of Default has occurred and is continuing, the Working Capital Lenders will make loans in Dollars (each a “Working Capital Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for working capital and other general corporate purposes; provided, however, that the Working Capital Lenders may not make any Working Capital Loan to the extent that, after giving effect to such Working Capital Loan, (x) the aggregate outstanding Working Capital Loans would exceed the Working Capital Subfacility Amount or (y) the Total Loans would exceed the aggregate Commitments. Subject to the further terms and limitations conditions of this Agreement, Agreement and within the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type limits set forth in this clause (as provided in Subsection 2.15 hereofc), or Continue Advances amounts of one Type as Advances of the same Type Working Capital Loans repaid may be reborrowed under this clause (as provided in Subsection 2.15 hereofc). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and Working Capital Loans shall be deemed to be outstanding under the Commitments A, to the extent that the aggregate outstanding Revolving Credit Advances A Loans and Advances Swing Loans of Lenders that are also Working Capital Lenders are less than the aggregate Commitments A of such Lenders, shall be deemed to be outstanding under the Commitments B, to the extent that the aggregate Revolving A Loans of Lenders that are also Working Capital Lenders are equal to their respective Commitments A and included in the Banks' aggregate outstanding Revolving Credit B Loans and Swing Loans of Lenders that are also Working Capital Lenders are less than the aggregate Commitments for all purposes hereof.B of such Lenders and otherwise shall be deemed to be outstanding under the Commitments C.

The Revolving Credit Facility. (ai) Each Bank severally agrees, on On the terms and conditions set forth herein, that prior subject to the conditions contained in this Agreement, each Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of DefaultA Lender severally, it will but not jointly, agrees to make advances loans in Dollars (each a “Revolving A Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving A Lender be obligated to make any Revolving A Loan if after giving effect thereto, (A) the Revolving A Exposure of such Lender would exceed such Lender’s Commitment A, (B) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (C) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (D) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit or (E) a Default shall exist; provided, further, that, except as provided in Section 2.3, at no time shall any Revolving A Lender be required to make any Revolving A Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. (ii) On the terms and subject to the conditions contained in this Agreement, each Revolving B Lender severally, but not jointly, agrees to make loans in Dollars (each a “Revolving B Loan”) to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory or to refinance Swing Loans as contemplated in this Agreement; provided, however, that at no time shall any Revolving B Lender be obligated to make any Revolving B Loan if after giving effect thereto, (A) the Revolving A Exposure of all Revolving A Lenders other than the Working Capital Lenders would be less than the Commitments A of such advances Revolving A Lenders, (B) the Revolving B Exposure of such Lender would exceed such Lender’s Commitment B, (C) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (D) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (E) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (F) a Default shall exist; provided, further, that, except as provided in Section 2.3, at no time shall any Revolving B Lender be required to make any Revolving B Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. (iii) Subject to the foregoing, the obligation of each Lender to make its Revolving Loans shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the Bank's Pro Rata Portion terms of this Agreement under any and all circumstances whatsoever, including (A) the existence of any unreimbursed amounts paid under Letters setoff, claim, abatement, recoupment, defense or other right that such Lender, any Affiliate thereof or any other Person may have against the Administrative Agent, any Borrower or any other Person, and (B) any adverse change in the condition (financial or otherwise) of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitment, subject Loan Party. Subject to the terms and conditions of this AgreementAgreement and within the limits set forth in this clause (a), amounts of Loans repaid may be reborrowed under this Section 2.1. During THIRD AMENDED AND RESTATED CREDIT AGREEMENT (b) At the aforesaid periodelection of the Swingline Lender, the Swingline Lender may, in its sole discretion, make loans in Dollars (each a “Swing Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for the purpose of acquiring Inventory from the manufacturers and distributors of such Inventory; provided, however, that the Swingline Lender may borrownot make any Swing Loan to the extent that after giving effect to such Swing Loan, repay(i) (A) the aggregate Revolving A Exposure of all Revolving A Lenders would exceed the aggregate Commitments A or (B) the aggregate Revolving B Exposure of all Revolving B Lenders would exceed the aggregate Commitments B, (ii) either the Total Loans or the Total Equipment Loans would exceed the aggregate Commitments, (iii) the aggregate New Equipment Loans would exceed the New Equipment Loan Sublimit, (iv) the aggregate Used Equipment Loans would exceed the Used Equipment Loan Sublimit, or (v) a Default shall exist; provided, further, that at no time shall the Swingline Lender make any Swing Loan unless the Administrative Agent, in its sole discretion, has approved any request for Borrowing submitted by the Borrower Representative. Subject to the terms and conditions of this Agreement and within the limits set forth in this clause (b), amounts of Swing Loans repaid may be reborrowed under this clause (b). Notwithstanding the foregoing, the Swingline Lender shall not make any Swing Loan if at least two (2) Business Days prior to such date, the Swingline Lender shall have received written notice from any Revolving Lender or the Administrative Agent that Swing Loans should be suspended based on the occurrence and continuance of a Default or Event of Default and stating that such notice is a “notice of default”; provided, however that the Swingline Lender may make Swing Loans from the earlier of (i) the date that Revolving Lenders having at such time in excess of 80% of the sum of the aggregate Commitments (or, if such Commitments are terminated, the sum of the outstanding Revolving Loans) then in effect, ignoring, in such calculation, the amounts held by any Non-Funding Lender, authorize the Swingline Lender to continue to make Swing Loans; provided, that, for purposes of determining outstanding Loans for the calculations in this sentence, the principal amount of Swing Loans outstanding shall be deemed to be allocated among the Revolving Lenders based on their respective Pro Rata Shares of the applicable Commitment that would refinance such Swing Loans if such Swing Loans were refinanced at such time; provided, further, that, so long as there is more than one Revolving Lender party hereto, the authorization of at least two Revolving Lenders, considering any Revolving Lender and its affiliates as a single Revolving Lender, shall be required to authorize the Swingline Lender to continue funding Swing Loans, and reborrow, and request (ii) the issuance date that such Default or Event of Letters of Credit Default is waived in accordance with the terms hereof. The Borrowers acknowledge that the amount outstanding at any time pursuant to the Credit is as reflected in the books and records of the Agent and shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the Borrowers with a statement of the amount outstanding pursuant to the Credit as reflected in the books and records of the Agent at the time of any such request. (b) If at any time the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to or less than such Bank's Revolving Credit Commitment. (c) So long as no Default or Event of Default has occurred and is continuing, the Working Capital Lenders will make loans in Dollars (each a “Working Capital Loan”) available to the Borrowers from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date for working capital and other general corporate purposes; provided, however, that the Working Capital Lenders may not make any Working Capital Loan to the extent that, after giving effect to such Working Capital Loan, (x) the aggregate outstanding Working Capital Loans would exceed the Working Capital Subfacility Amount or (y) the Total Loans would exceed the aggregate Commitments. Subject to the further terms and limitations conditions of this Agreement, Agreement and within the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type limits set forth in this clause (as provided in Subsection 2.15 hereofc), or Continue Advances amounts of one Type as Advances of the same Type Working Capital Loans repaid may be reborrowed under this clause (as provided in Subsection 2.15 hereofc). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On the Closing Date, the aggregate outstanding principal amount under the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers in accordance with the procedures contained in Subsection 2.15 hereof), allocated to the then existing Banks pro rata in accordance with their Pro Rata Portions, and Working Capital Loans shall be deemed to be outstanding under the Commitments A, to the extent that the aggregate outstanding Revolving Credit Advances A Loans and Advances Swing Loans of Lenders that are also Working Capital Lenders are less than the aggregate Commitments A of such Lenders and included in otherwise shall be deemed to be outstanding under the Banks' Revolving Credit Commitments for all purposes hereof.B. THIRD AMENDED AND RESTATED CREDIT AGREEMENT

The Revolving Credit Facility. (a) Each Bank severally agreesSection 2.1 The Loan. Until the Termination Date, on the terms and conditions set forth herein, that prior Borrowers may request Lenders to the Revolving Credit Maturity Date and so long as there exists no Event of Default or circumstance which with the giving of notice or passage of time would become an Event of Default, it will make advances Advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of any unreimbursed amounts paid under Letters of Credit referred to herein as "Revolving Credit Advances" and "Advances") in an aggregate amount which, when aggregated with Advances comprised of the Bank's Pro Rata Portion of unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata Portion of Letter of Credit Contingent Obligations, does not exceed at any time such Bank's Revolving Credit Commitmentand, subject to the terms and conditions of this Agreement. During the aforesaid period, the each Lender severally and not jointly agrees to lend such Lender’s Commitment Percentage of each requested Advance up to such Lender’s Commitment which Borrowers may borrow, repay, repay and reborrow, and request the issuance of Letters of Credit in accordance with the terms hereofreborrow from time to time. The aggregate unpaid principal amount at any one time outstanding of all Advances shall not exceed the lesser of the Maximum Principal Amount or the Borrowing Base in effect as of the date of determination. (a) Agent shall establish on its books an account in the name of Borrowers acknowledge that (the “Borrowers’ Loan Account”). A debit balance in Borrowers’ Loan Account shall reflect the amount outstanding at any time pursuant of Borrowers’ indebtedness to the Credit is as reflected in the books and records of the Agent and Lenders from time to time by reason of Advances and other appropriate charges (including, without limitation, interest charges) hereunder. At least once each month, Agent shall be conclusive and binding absent manifest error. Agent will, upon request, furnish the provide to Borrowers with a statement of the amount outstanding pursuant Borrowers’ Loan Account which statement shall be considered correct and accepted by Borrowers and conclusively binding upon Borrowers unless Borrowers notify Agent to the Credit as reflected in the books and records contrary within 30 days of the Agent at the time of any Agent’s providing such requeststatement to Borrowers. (b) If at any time Each Advance made hereunder shall, in accordance with GAAP, be entered as a debit to Borrowers’ Loan Account, and shall be in a principal amount which, when aggregated with all other Advances then outstanding, shall not exceed the principal amounts outstanding under any Bank's Revolving Credit Advances (including Advances in respect of unreimbursed amounts paid under Letters of Credit), together with the aggregate amount lesser of the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations, exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the Bank's Revolving Credit Advances so as to cause the aggregate outstanding amounts thereunder to be equal to then effective Borrowing Base or less than such Bank's Revolving Credit CommitmentMaximum Principal Amount. (c) Subject The Loan shall be due and payable on the Termination Date. Upon the occurrence of an Event of Default, Agent shall have rights and remedies available to the further terms and limitations it under Article 9 of this Agreement, the Borrowers may designate Advances requested under the Revolving Credit Facility and Advances made pursuant to draws under Letters of Credit issued under the Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and the Borrowers may Convert Advances of one Type into Advances of another Type (as provided in Subsection 2.15 hereof), or Continue Advances of one Type as Advances of the same Type (as provided in Subsection 2.15 hereof). All Advances shall be made, Converted, or Continued by the Banks simultaneously and proportionately to their Pro Rata Portion of the aggregate Commitments. (d) On Agent has the Closing Dateright upon 10 days prior notice to Borrowers at any time, and from time to time, in its commercially reasonable discretion exercised in good faith (but without any obligation), to set aside reasonable reserves against the aggregate outstanding principal amount under Borrowing Base in such amounts as it may deem commercially reasonable, including, without limitation, a reserve equal to the Existing Agreement shall be automatically converted to an equivalent principal amount of Revolving Credit Advances hereunder (which shall be Prime Rate Advances unless otherwise specified by the Borrowers outstanding indebtedness in accordance connection with the procedures contained in Subsection 2.15 hereof), allocated Bank Products and with respect to the then existing Banks pro rata in accordance with their Pro Rata Portions, and shall be deemed to be Revolving Credit Advances and Advances and included in the Banks' Revolving Credit Commitments for all purposes hereofRegulatory Events.