Common use of The Revolving Credit Loans Clause in Contracts

The Revolving Credit Loans. The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and conditions set forth hereinin this Agreement, each on and after the Closing Date until (but excluding) the Availability Expiration Date, the Lender severally agrees to make loans denominated in Dollars to any the Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “the "Revolving Credit Loan”Loans") from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time $10,000,000 less the Interest Reserve, provided that the maximum outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect Loans may increase to up to $15,000,000 less the Interest Reserve as a result of any Revolving Credit BorrowingLoan deemed to be made as a result of any drawing or payment under a Letter of Credit before the Availability Expiration Date as provided in Section 2.5(b). (b) The Revolving Credit Loans shall be evidenced by a promissory note payable to the order of the Lender in a stated maximum principal amount equal to $15,000,000, executed by the Borrower, substantially in the form of Exhibit A hereto (as amended, supplemented or otherwise modified from time to time, the aggregate Outstanding Amount "Revolving Credit Note"). (c) Subject to the right of the Borrower to convert all Revolving Credit Loans to the Term Loan under Section 2.2, each Revolving Credit Loan shall be payable in full, with all interest accrued thereon, on the Availability Expiration Date. The Borrower may borrow, repay and reborrow Revolving Credit Loans, in whole or in part, in accordance with the terms hereof. (d) The proceeds of the Revolving Credit Loans shall be used by the Borrower only for working capital purposes including, without limitation, for (i) the type of any expenditures reflected in the Business Plan, including operating and maintenance expenses, general and administrative expenses, development expenses (including the acquisition and development of, and investment in, Facilities to the extent permitted under this Agreement), and Capital Expenditures and (ii) expenses caused by waterflow shortfalls or other unexpected events, and, in all cases, to the extent not otherwise prohibited by this Agreement. (e) Upon not less than three Business Days' prior notice from the Borrower to the Lender, plus the amount of such Lender’s Pro Rata Share Borrower may reduce permanently, in whole or in part, the commitment of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan Lender to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans or to the Borrowers on behalf cause to be issued Letters of the LendersCredit, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (Ai) no any partial reduction shall be in an integral multiple of $1,000,000, (ii) any such event or occurrence notice shall cause or constitute a waiver be irrevocable once given and (iii) any reduction of such commitment in full shall be subject to the payment of the Administrative Agent’sfee specified in Section 4.8, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits if such Overadvance to remain outstanding, but solely with respect reduction occurs prior to the amount first anniversary of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Closing Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Lender severally agrees (severally, not jointly or jointly and severally) to make revolving credit loans denominated in Dollars (each a "Standard Revolving Credit Loan") to any Borrower as elected by during the term of this Agreement in an aggregate amount at any one time outstanding not to exceed the lesser of: (i) such Borrower pursuant Lender's Revolving Credit Commitment, or (ii) such Lender's Pro Rata Share of an amount equal to Section 2.02 (A) the Standard Line Cap, less (B) the sum of (1) the Standard Letter of Credit Usage at such time, plus (2) the principal amount of Swing Loans outstanding at such time. (b) Subject to the terms and conditions of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make revolving credit loans in Dollars (each such loan, a “"FILO Revolving Credit Loan”" and collectively with the Standard Revolving Credit Loans, the "Revolving Credit Loans" and each a "Revolving Credit Loan") from time to time, on any Business Day until the Maturity Date Borrower during the Revolving Credit Commitment Period, term of this Agreement in an aggregate principal amount at any one time outstanding not to exceed the lesser of: (i) such Lender's FILO Revolving Credit Commitment, or (ii) such Lender's Pro Rata Share of an amount equal to (A) the lesser of (1) the FILO Borrowing Base and (2) the Maximum FILO Amount, less (B) the FILO Letter of Credit Usage at such time. (c) In the case of any Borrowing by any Borrower, FILO Revolving Credit Loans shall be deemed the first amounts drawn unless and until FILO Revolving Credit Loans are no longer available and Standard Revolving Credit Loans shall be deemed the second amounts drawn. (d) Amounts borrowed pursuant to this Section 2.01 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding the principal amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, together with interest accrued and unpaid thereon, shall not exceed such Lender’s Revolving Credit Commitmentconstitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they otherwise become due and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject payable pursuant to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under of this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01Agreement. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. The (a) Upon the terms and provisions and subject to the conditions contained in this Agreement, each Bank shall make revolving credit loans (with all such loans by the Banks being referred to collectively as the "Revolving Credit BorrowingsLoans") from time to time during the Revolving Credit Period to the Borrowers at their request (as provided in subsection (b), below); provided that no Bank shall be required to make any Revolving Credit Loan if, (i) after giving effect to the Revolving Credit Loan to be made the aggregate then outstanding Extensions of Credit owing to such Bank (including such Bank's Pro Rata Share of the Letter of Credit Amount, but excluding such Bank's Mortgage Loans) would exceed such Bank's Committed Share of the Commitment, or (ii) the sum of (A) the face amount of the Revolving Credit Loan to be made, plus (B) the Letter of Credit Amount, plus (C) the outstanding principal balance of the Revolving Credit Loans, would exceed the Commitment. Subject to the terms and conditions set forth hereinprovisions of this Agreement, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “during the Revolving Credit Loan”Period the Borrowers may reborrow Advances previously repaid by them. (b) Aeroflex (without notice to or the consent of any other Borrower) from time to time, on any Business Day until the Maturity Date during the time may request an advance of Revolving Credit Commitment Period, in an aggregate principal amount not Loans from all of the Banks pursuant to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that subsection (a) after of this Section (as made by the Banks, an "Advance") by giving effect the Banks a signed notice of its request, or by giving the Banks notice of its request both by telephone and telecopy of a signed notice and promptly confirming its request by delivery to each Bank of an original copy of the signed notice. The notice requesting an Advance (i) may be combined with a request under Section 2.01(b) hereof that all or a portion of the Advance bear interest at a Fixed Rate when made, (ii) shall be delivered to the Banks no later than 11:00 A.M. (New York city time) on the requested Advance Date in the case of requests for Base Rate Loans and at least three Business Day prior to the requested Advance Date in the case of requests for Fixed Rate Loans (as more fully provided in the case of Fixed Rate Loans under Section 2.04(c) hereof), (iii) shall be deemed to have been delivered on the following Business Day unless actually received by each of the Banks prior to 11:00 A.M. (New York City time) on a Business Day, (iv) shall be irrevocable once given, and (v) shall specify (A) the requested Advance Date, (B) the principal amount of the requested Advance and (C) the amount to be advanced by each Bank in accordance with its Committed Share. Each requested Advance shall be for an integral multiple of $50,000 in an amount that is not less than $250,000 in the case of Base Rate Loans or such larger multiple and minimum amounts as is required under Section 2.04(b) hereof if the Advance is to bear interest at a Fixed Rate. Subject to compliance with the terms and provisions of Article IV of this Agreement, each Bank shall make its Committed Share of the requested Advance on the proposed Advance Date by crediting the demand deposit account maintained by Aeroflex with such Bank at its office at the address set forth in the Introduction. (c) Aeroflex (without notice to or the consent of any Revolving Credit Borrowingother Borrower) may voluntarily elect to permanently reduce the Commitment in whole at any time, or in part from time to time in integral multiples of $1,000,000 in an amount that is not less than $5,000,000, by giving the aggregate Outstanding Amount Banks a signed notice of its election, or by giving the Banks notice of its election both by telephone and telecopy of a signed notice and promptly confirming its election by delivery to each Bank of an original copy of the signed notice; provided however that no such reduction shall be made that would result in the payment or prepayment of any portion of any Fixed Rate Loan unless the Borrowers repay such Fixed Rate Loan in full and concurrently pay all amounts (if any) required under Section 2.04(i) hereof. Notice of such reduction election (i) shall be delivered to the Banks at least five Business Days prior to the requested reduction date, (ii) shall be deemed to have been delivered on the following Business Day unless actually received by each of the Banks prior to 11:00 A.M. (New York City time) on a Business Day and (iii) shall be irrevocable once given. The Borrowers shall, prior to 11:00 a.m. on the requested reduction date, make a prepayment of the Revolving Credit Loans of any Lenderin the amount, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligationsif any, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan necessary to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount outstanding principal balance of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect after giving effect to the amount of such Overadvance. In additionprepayment, Overadvances may be made even if not more than the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required LendersCommitment (as so reduced).

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and conditions set forth hereinin this Agreement, on and after the Closing Date until (but excluding) the Availability Expiration Date, each Lender severally agrees to make loans denominated in Dollars to any the Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “the "Revolving Credit Loan”Loans") from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount (including such Lender's Proportionate Share of the aggregate amount of all outstanding Letters of Credit) not to exceed its Proportionate Share of the lesser of (i) the Maximum Amount of the Facility and (ii) 87% of the Projected Adjusted Consolidated Unrestricted Cash Flow at any such time outstanding projected to be received by the amount Borrower for the period commencing on the Availability Expiration Date until the Term Loan Maturity Date and discounted at a discount rate equal from time to time to the current applicable interest rate under Section 4.1. (b) Subject to the right of such Lender’s the Borrower to convert all Revolving Credit Commitment; provided that (a) after giving effect Loans to any Term Loans under Section 2.10, each Revolving Credit BorrowingLoan shall be payable in full, with all interest accrued thereon, on the aggregate Outstanding Amount Availability Expiration Date. The Borrower may borrow, repay and reborrow Revolving Credit Loans, in whole or in part, in accordance with the terms hereof. (c) The proceeds of the Revolving Credit Loans shall be used by the Borrower only for working capital purposes including, without limitation, for (i) the type of any Lenderexpenditures reflected in the Business Plan, plus including, without limitation, operating and maintenance expenses, general and administrative expenses, development expenses (including the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitmentacquisition and development of, and (b) investment in, Facilities to the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitmentextent permitted under this Agreement), and subject Capital Expenditures and (ii) expenses caused by waterflow shortfalls or other unexpected events, and, in all cases, to the other terms and conditions hereof extent not otherwise prohibited by this Agreement. (including as d) Upon not less than three Business Days' prior notice from the Borrower to Borrowing Availability)the Agent, the Borrowers Borrower may borrow under this Section 2.01reduce permanently, prepay under Section 2.05in whole or in part, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each the commitment of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans and to purchase participations in Letters of Credit caused to be issued by the Borrowers on behalf Agent, and of the LendersAgent to cause to be issued Letters of Credit, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (Ai) no any partial reduction shall be in an integral multiple of $1,000,000, (ii) any such event or occurrence notice shall cause or constitute a waiver be irrevocable once given and (iii) any reduction of such commitment in full shall be subject to the payment of the Administrative Agent’sfee specified in Section 4.7, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits if such Overadvance to remain outstanding, but solely with respect reduction occurs prior to the amount first anniversary of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Closing Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.

The Revolving Credit Loans. The Revolving Credit Borrowings. Subject (a) Each Lender severally agrees, subject to the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans denominated in Dollars Revolving Loans to any the Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to timetime after receipt by the Agent of, and at the times provided for in, a Borrowing Request from the Borrower in accordance with this Agreement, during the period commencing on any the Closing Date and ending on the Business Day until immediately preceding the Maturity Date during the Revolving Credit Commitment PeriodTermination Date, in an aggregate principal amount not to exceed at any time outstanding the amount of not to exceed such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s 's Pro Rata Share of the Outstanding Amount Commitment. Up to $35,000,000 of the Commitment shall be available for Construction Loans, which Construction Loans shall be advanced to the Borrower pursuant to and subject to the terms of the Construction Loan Agreement. In all other respects, Construction Loans shall be governed by the terms of this Agreement. The aggregate principal amount of all L/C Obligations, Loans plus such Lender’s Pro Rata Share the amount drawable or drawn and ---- not reimbursed under all Letters of the Outstanding Amount of all Swing Line Loans, Credit at any time outstanding shall not at any time exceed such Lender’s Revolving Credit Commitmentthe Commitment except for Construction Loans which may not be drawn on a revolving basis. The Borrower may borrow, repay pursuant to Sections 2.7 and 2.8, and (b) reborrow, from the Closing Date until the last Business Day preceding the Termination Date, the amount available under the Commitment except for Construction Loans which may not be drawn on a revolving basis, provided, however, that the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject Construction Loans repaid to the other terms Lenders shall be available for Revolving Loans and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Swing Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect up to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.the

The Revolving Credit Loans. (a) The Revolving Credit Borrowings. Subject Lender agrees, subject to Section 2.5 and the other terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “the "Revolving Credit Loan”Loans") to the Borrowers, from time to timetime from the Closing Date to but excluding the Expiration Date, on any Business Day until at the Maturity Date during Administrative Borrower's request to the Revolving Credit Commitment PeriodLender, in an aggregate principal amount not to exceed at any one time outstanding which, when combined with the aggregate undrawn amount of such Lender’s Revolving Credit Commitmentall unexpired Letters of Credit, does not exceed 150% of the Specified Asset Value; provided PROVIDED, HOWEVER, that (a) after giving effect to any Revolving Credit Borrowing, in no event shall the aggregate Outstanding Amount amount of the Revolving Credit Loans and the Letters of Credit outstanding at any Lender, plus time exceed the amount of such Lender’s Pro Rata Share Maximum Amount of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and Facility. (b) the amount of any The Revolving Credit Loan Loans shall be evidenced by an amended and restated promissory note payable to the order of the Lender, substantially in the form of Exhibit A (as amended, supplemented or otherwise modified from time to time, the "Revolving Credit Note"), executed by the Borrowers and delivered to the Lender on the Closing Date. The Revolving Credit Note shall be made at any time in a stated maximum principal amount equal to the Maximum Amount of the Revolving Facility. (c) The Revolving Credit Loans shall not exceed Borrowing Availability at such timebe payable in full, with all interest accrued thereon, on the Expiration Date. Borrowing Availability The Borrowers may be reduced by Reserves borrow, repay and Lease Payment Reserves imposed by Agent reborrow Revolving Credit Loans, in whole or in part, in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lendershereof.

The Revolving Credit Loans. The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect The Lenders agree, at the Borrower’s request to any Revolving Credit Borrowingthe Lenders, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to Section 2.5 and the other terms and conditions hereof of this Agreement, to make revolving credit loans (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. “Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant ”) to the same Borrowing shallBorrower, unless otherwise specifically provided herein, consist entirely from time to time from the Closing Date to but excluding the Expiration Date. In no event shall the aggregate principal amount of Revolving Credit Loans at any one time outstanding which, when combined with the aggregate undrawn amount of all unexpired Letters of Credit, for each Lender exceed the same Type. Any provision lesser of this Agreement each Lender’s Percentage Share of (i) the Borrowing Base or (ii) the Maximum Amount. (b) The Agent at any time in the exercise of its Permitted Discretion, may (i) establish and increase or decrease reserves against Eligible Receivables, (ii) reduce the advance rates against Eligible Investment Grade Receivables and Eligible Non-Investment Grade Receivables, or thereafter increase such advance rates to any level equal to or below the advance rates in effect on the Closing Date and (iii) impose additional restrictions (or eliminate the same) to the contrary notwithstandingstandards of eligibility set forth in the definitions of “Eligible Receivables”, at the request of Borrowers, in its discretion Administrative Agent may “Eligible Investment Grade Receivables” and “Eligible Non-Investment Grade Receivables”. (but shall have absolutely no obligation to), make c) The Revolving Credit Loans to shall be payable in full, with all interest accrued thereon, on the Borrowers on behalf of the LendersExpiration Date. The Borrower may borrow, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs repay and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or reborrow Revolving Credit Loans, in whole or incur any L/C Obligationsin part, as in accordance with the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lendersterms hereof.

The Revolving Credit Loans. The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect The Lenders agree, at the Borrower’s request to any Revolving Credit Borrowingthe Lenders, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to Section 2.5 and the other terms and conditions hereof of this Agreement, to make revolving credit loans (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. “Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant ”) to the same Borrowing shallBorrower, unless otherwise specifically provided herein, consist entirely from time to time from the Original Closing Date to but excluding the Expiration Date. In no event shall the aggregate principal amount of Revolving Credit Loans at any one time outstanding which, when combined with the aggregate undrawn amount of all unexpired Letters of Credit, for each Lender exceed the same Type. Any provision lesser of this Agreement each Lender’s Percentage Share of (i) the Borrowing Base or (ii) the Maximum Amount. (b) The Administrative Agent at any time in the exercise of its Permitted Discretion, may (i) establish and increase or decrease reserves against Eligible Receivables, (ii) reduce the advance rates against Eligible Investment Grade Receivables and Eligible Non-Investment Grade Receivables, or thereafter increase such advance rates to any level equal to or below the advance rates in effect on the Original Closing Date and (iii) impose additional restrictions (or eliminate the same) to the contrary notwithstandingstandards of eligibility set forth in the definitions of “Eligible Receivables”, at the request of Borrowers, in its discretion Administrative Agent may “Eligible Investment Grade Receivables” and “Eligible Non-Investment Grade Receivables”. (but shall have absolutely no obligation to), make c) The Revolving Credit Loans to shall be payable in full, with all interest accrued thereon, on the Borrowers on behalf of the LendersExpiration Date. The Borrower may borrow, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs repay and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or reborrow Revolving Credit Loans, in whole or incur any L/C Obligationsin part, as in accordance with the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lendersterms hereof.

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) to the Borrowers, on a joint and several basis, denominated in Dollars from time to timetime on or following the Closing Date, on any Business Day until the Maturity Date during the Revolving Credit Commitment Periodof, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided provided, however, that (a) after giving effect to any Revolving Credit Borrowing, (a) the Total Outstandings shall not exceed the lesser of (x) the Line Cap and (y) subject to Section 2.02(h) and (i), the Borrowing Base at such time and (b) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, Loans shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability)hereof, the Borrowers may borrow under this Section 2.012.01(a), prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of 2.01(a). (b) The Administrative Agent shall have the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstandingright, at any time and from time to time after the request of BorrowersClosing Date, in its discretion Permitted Discretion to establish, modify or eliminate Reserves upon five (5) Business Days prior notice to the Lead Borrower (during which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers to afford the Borrowers an opportunity to take such action as may (but shall have absolutely be required so that the event, condition or circumstance that is the basis for such Reserve no obligation to), make Revolving Credit Loans longer exists in the manner and to the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant extent reasonably satisfactory to the terms of this Agreement (including fees, costs and expenses described Administrative Agent in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”its Permitted Discretion); provided that (A) no such event or occurrence prior notice shall cause or constitute a waiver be required for changes to any Reserves (1) resulting solely by virtue of mathematical calculations of the Administrative Agent’samount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse Effect to the Swing Line Lender’s Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the continuance of any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as Default; and provided, further, that the Administrative Agent permits such Overadvance to remain outstanding, but solely may not implement Reserves with respect to matters which are already specifically reflected as ineligible Accounts, ineligible Credit Card Receivables or ineligible Inventory or criteria deducted in computing the amount Appraised Value of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required LendersEligible Inventory.

The Revolving Credit Loans. (a) The Revolving Credit Borrowings. Subject to Banks agree, severally but not jointly, on the date of this Agreement, and on the terms and conditions and in reliance upon the representations and warranties hereinafter set forth hereinin this Agreement, each Lender severally agrees to make loans denominated in Dollars lend to any Borrower Holdings prior to the Holdings Maturity Date, such amounts as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) Holdings may request from time to timetime (individually, on any Business Day until the Maturity Date during the a "Revolving Credit Commitment PeriodLoan (Holdings)" or collectively, in an the "Revolving Credit Loans (Holdings)"), which amounts may be borrowed, repaid and reborrowed, provided, however, that the aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (bHoldings) the amount of any Revolving Credit Loan to be made outstanding at any one time shall not exceed Borrowing Availability at (i) in the case of both Banks, (x) from the date of this Agreement until January 31, 1997, Five Million ($5,000,000.00) Dollars in the aggregate, or (y) from February 1, 1997 until the Holdings Maturity Date, Two Million ($2,000,000.00) Dollars in the aggregate or, in the case of either (x) or (y) such time. Borrowing Availability lesser amount of the Holdings Commitment as may be reduced by Reserves pursuant to Section 2.06 hereof and Lease Payment Reserves imposed by Agent (ii) in accordance with the provisions case of Sections 2.15 and 2.16Chase, as applicable. Within Chase's Holdings Commitment or, in the limits case of each Lender’s Revolving Credit EAB, EAB's Holdings Commitment. (b) The Banks agree, and subject to severally but not jointly, on the other date of this Agreement, on the terms and conditions hereof and in reliance upon the representations and warranties hereinafter set forth in this Agreement, to lend to Tower prior to the Tower Maturity Date, such amounts as Tower may request from time to time (including as to Borrowing Availabilityindividually, a "Revolving Credit Loan (Tower)" or collectively, the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. "Revolving Credit Loans (Tower)"), which amounts may be Base Rate Loans or Eurodollar Loansborrowed, as further provided herein; provided repaid and reborrowed, provided, however, that all the aggregate amount of such Revolving Credit Loans made by each (Tower) outstanding at any one time shall not exceed (i) in the case of both Banks, the Lenders pursuant to lesser of (x) (1) from the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision date of this Agreement to until January 31, 1997, Thirteen Million ($13,000,000.00) Dollars in the contrary notwithstandingaggregate, at or (2) from February 1, 1997 until the request of BorrowersTower Maturity Date, Fifteen Million ($15,000,000.00) Dollars in the aggregate or, in its discretion Administrative Agent may the case of either (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf 1) or (2) such lesser amount of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower Tower Commitment as may be reduced pursuant to the terms of this Agreement Section 2.06 hereof or (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed y) the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance existsBase, and (Bii) no Overadvance shall result in a Default or Event the case of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as Chase, Chase's Tower Commitment or, in the Administrative Agent permits such Overadvance to remain outstandingcase of EAB, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required LendersEAB's Tower Commitment.

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and -------------------------- conditions set forth hereinhereof, each the Lender severally agrees will make Revolving Loans to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loanthe Borrowers, a “Revolving Credit Loan”) from time to timetime from the date hereof until the Maturity Date, on in such sums as the Borrowers may request, provided that the principal amount of Revolving Loans outstanding at any Business Day one time shall not exceed the Commitment. Subject to the provisions of this Agreement, from the date hereof until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within within the limits of each Lender’s Revolving Credit the Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01borrow, prepay under Section 2.05, repay and reborrow under this Section 2.01. Section. (b) The Revolving Loans shall be evidenced by, and be payable as provided in, the Borrowers' joint and several Amended and Restated Revolving Credit Loans may be Base Rate Loans or Eurodollar Note in the form attached as Exhibit 2.1 hereto (with all ----------- substitutions therefor, the "Note"), payable to the order of the Lender, ---- which note is hereby incorporated herein by reference and made a part hereof. (c) The Lender shall record in the Revolving Loan Account (i) all Revolving Loans, as further provided herein; provided that (ii) all Revolving Credit Loans payments made by each any of the Lenders pursuant Borrowers and (c) other debits and credits, in accordance with customary accounting practices, including all interest, fees, charges, taxes and expenses chargeable to the same Borrowing shallBorrowers under this Agreement (collectively, the "Bank ---- Charges"). The debit balance of the Revolving Loan Account shall reflect ------- the amount of the Borrowers' Obligations to the Lender from time to time in respect of Revolving Loans and other Bank Charges hereunder. At least once each month the Lender may render a statement of account showing as of its date the debit balance(s) of the Loan Account which, unless otherwise specifically provided herein, consist entirely within thirty (30) days of Revolving Credit Loans of the same Type. Any provision of this Agreement such date notice to the contrary notwithstanding, at is received by the request of Lender from the Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to be considered correct and accepted by the Borrowers on behalf of the Lenders, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lendersconclusively binding upon them."

The Revolving Credit Loans. The Revolving Credit Borrowings. Subject to the terms and conditions set forth hereinin this Agreement, each Lender of the Revolving Credit Lenders severally agrees to make loans denominated in Dollars lend to any Borrower as elected by such Borrower pursuant to Section 2.02 the Borrowers, and the Borrowers may borrow (each such loan, a “Revolving Credit Loan”and repay and reborrow) from time to time, on any Business Day until time between the Maturity Closing Date during and the Revolving Credit Commitment PeriodMaturity Date upon notice by the Borrowers to Agent given in accordance with §2.7, such sums as are requested by the Borrowers for the purposes set forth in an §2.9 up to a maximum aggregate principal amount not Outstanding (after giving effect to exceed all amounts requested) at any one time outstanding equal to the amount lesser of (i) such Revolving Credit Lender’s Revolving Credit Commitment; provided that Commitment and (aii) after giving effect to any such Revolving Credit Borrowing, Lender’s Commitment Percentage of (A) the Facility Available Amount minus (B) the sum of (1) the amount of all Outstanding Revolving Credit Loans and (without duplication) Swing Loans and (2) the aggregate amount of Letter of Credit Liabilities; provided, that, in all events no Default or Event of Default shall have occurred and be continuing; and provided, further, that the Outstanding Amount principal amount of the Revolving Credit Loans (after giving effect to all amounts requested), Swing Loans and Letter of Credit Liabilities shall not at any Lender, plus time exceed the amount Total Commitment or cause a violation of such the covenants set forth in §9. The Revolving Credit Loans shall be made pro rata in accordance with each Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Commitment Percentage. Each request for a Revolving Credit Loan hereunder shall constitute a representation and warranty by the Borrowers that all of the conditions required of the Borrowers set forth in §10 and §11 have been satisfied on the date of such request (or if such condition is required to be made at any time shall not exceed Borrowing Availability at have been satisfied only as of the Closing Date, that such timecondition was satisfied as of the Closing Date). Borrowing Availability Agent may be reduced by Reserves assume that the conditions in §10 and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s §11 have been satisfied unless it receives prior written notice from a Revolving Credit Commitment, and subject to the other terms and Lender that such conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01have not been satisfied. No Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but Lender shall have absolutely no any obligation to), to make Revolving Credit Loans to the Borrowers on behalf in the maximum aggregate principal outstanding balance of more than the Lenders, for the purpose principal face amount of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment of the Obligations or paying any other amount chargeable to borrower pursuant to the terms of this Agreement (including fees, costs and expenses described in Section 10.04), in amounts that cause the aggregate Outstanding Amount of the its Revolving Credit Loans to exceed the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Note or its Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C ObligationsCommitment, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect to the amount of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lendersapplicable.

The Revolving Credit Loans. The Revolving Credit Borrowings. (a) Subject to the terms and conditions set forth hereinof this Agreement, each Lender severally agrees to make loans denominated in Dollars to any Borrower as elected by such Borrower pursuant to Section 2.02 (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date during the Revolving Credit Commitment Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided that (a) after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus the amount of such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Credit Commitment, and (b) the amount of any Revolving Credit Loan to be made at any time shall not exceed Borrowing Availability at such time. Borrowing Availability may be reduced by Reserves and Lease Payment Reserves imposed by Agent in accordance with the provisions of Sections 2.15 and 2.16, as applicable. Within the limits of each Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof (including as to Borrowing Availability), the Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Credit Loans may be Base Rate Loans or Eurodollar Loans, as further provided herein; provided that all Revolving Credit Loans made by each of the Lenders pursuant severally agrees to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type. Any provision of this Agreement to the contrary notwithstanding, at the request of Borrowers, in its discretion Administrative Agent may (but shall have absolutely no obligation to), make Revolving Credit Loans to the Borrowers on behalf from time to time from and including the date hereof to but excluding the Revolving Credit Termination Date in an aggregate principal amount at any one time outstanding up to but not exceeding its Revolving Credit Commitment Amount; provided that the obligation of each Lender to make Revolving Credit Loans hereunder is subject to the condition that the Total Exposure (after giving effect to the funding of such Revolving Credit Loans) shall not exceed the Borrowing Base. (b) The Revolving Credit Loans shall be evidenced by Revolving Credit Notes of the LendersBorrowers issued to the Initial Lenders in the form of Exhibit A-1, for the purpose of protecting or preserving the Collateral or any portion thereof, enhancing the likelihood of repayment dated as of the Obligations or paying any other amount chargeable to borrower pursuant Effective Date, payable to the terms order of this Agreement (including fees, costs and expenses described the Initial Lenders in Section 10.04), in amounts that cause the aggregate Outstanding Amount principal amount equal to the aggregate initial amount of the Revolving Credit Commitments as of the Effective Date. The Revolving Credit Loans may be assigned to, and the corresponding Revolving Credit Commitments may be assumed by, one or more Eligible Assignees pursuant to exceed Section 12.05, whereupon the amounts payable to each such Lender in respect of Revolving Credit Loans shall be evidenced by a Note in the form of Exhibit A-1 issued to each such Lender in accordance with Section 12.05 dated as of the date of the corresponding Assignment and Acceptance and duly completed and executed by the Borrowers. (c) Subject to the terms and conditions of this Agreement, the Agent may issue Letters of Credit from time to time from and including the date hereof to but excluding the Revolving Credit Termination Date up to but not exceeding the lesser of (i) the difference between (A) the lesser of (x) the aggregate amount of all Revolving Credit Commitments and (y) the Borrowing Base (less the Swing Line Loan) (any such excess aggregate Outstanding Amount of the Revolving Credit Loans are hereby collectively referred to as “Overadvances”); provided that (A) no such event or occurrence shall cause or constitute a waiver of the Administrative Agent’s, the Swing Line Lender’s or any Lender’s right to refuse to make any further Overadvances, Swing Line Loans or Revolving Credit Loans, or incur any L/C Obligations, as the case may be, at any time that an Overadvance exists, and (B) no Overadvance shall result in a Default or Event of Default due to Borrowers’ failure to comply with Section 2.05(b) for so long as the Administrative Agent permits such Overadvance to remain outstanding, but solely with respect Total Exposure immediately prior to the amount issuance of such Overadvance. In addition, Overadvances may be made even if the conditions to lending set forth in Article 4 have not been met. All Overadvances shall constitute Base Rate Loans, shall bear interest at the Default Rate and shall be payable on the earlier of demand and the Termination Date. The authority of Administrative Agent to make Overadvances is limited to an aggregate amount of $10,000,000 at any time, shall not cause the Revolving Loan to exceed the Maximum Amount and may be revoked prospectively by a written notice to Administrative Agent signed by Required Lenders.Letter