Common use of The Revolving Credit Clause in Contracts

The Revolving Credit. Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).

The Revolving Credit. (i) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Banks agree each Revolving Lender severally and not jointly agrees to extend a revolving credit (the “Revolving Credit”) make Loans to the Borrower (each such Loan, a “Revolving Loan”; unless the context shall otherwise require, the term “Revolving Loan” shall include any Incremental Revolving Loan) from time to time on any Business Day during the period from and including the Restatement Effective Date through the Final Availability Date, in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding the lesser of amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (A) such amount as the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which same may be availed of by the Borrower in its discretion reduced or increased from time to timetime in accordance with this Agreement, be repaid and used againbeing referred to herein as such Lender’s “Revolving Loan Commitment”; unless the context shall otherwise require, the term “Revolving Loan Commitments” shall include the Incremental Revolving Loan Commitments); provided, however, that after giving effect to but any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not including exceed the Termination DateMaximum Revolving Loan Balance. The For the avoidance of doubt, the Revolving Credit, subject to all Loan Commitments (as of the Restatement Effective Date) are set forth on Schedule 1.1(b) on the Restatement Effective Date after giving effect to the Term Loan Conversion (and shall not be reduced by the amount of the Converted Term Loans). (ii) Subject to the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be utilized by repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be equal to the Aggregate Revolving Loan Commitment then in effect less the sum of (I) the aggregate amount of Letter of Credit Obligations plus (II) the aggregate principal amount of outstanding Swing Loans. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess. Immediately prior to the form effectiveness of Domestic Rate Loans or Eurodollar Loansthis Agreement, all as more fully hereinafter set forth. The maximum amount the outstanding principal balance of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability PeriodLoans is $11,050,000.00, such Bank’s Seasonal amount constituting the outstanding Revolving Loans under the Original Credit Commitments Agreement. Borrower hereby (subject to any reductions thereof pursuant to x) represents, warrants, agrees, covenants and reaffirms that it has no known defense, set off, claim or counterclaim against the terms hereof). The maximum amount Agent and the Lenders as of the Restatement Effective Date with regard to its Obligations in respect of such Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement and (and each Bank currently a party y) reaffirms its obligation to repay the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement Term Loan A in accordance with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings provisions of Loans this Agreement and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)other Loan Documents.

The Revolving Credit. (a) Subject to the terms and conditions hereofof this Agreement and so long as no Default exists, the Banks agree to extend a revolving credit (the “Revolving Credit”) at any time prior to the Borrower Revolving Credit Termination Date, each Revolving Credit Lender, severally and not jointly, shall make such Revolving Credit Advances to the Borrowers as the Borrowers may from time to time request, by notice to the Agent in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding (i) as to each Revolving Credit Lender, not to exceed the lesser of (A) the Base at any time such Lender's Revolving Credit Commitments or, during the Availability Period, the sum Commitment Percentage of the Base Available Revolving Credit Commitments plus the Seasonal Amount and (ii) as to all Revolving Credit Commitments and (B) Lenders, not to exceed an amount equal to the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination DateRevolving Credit Amount. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum outstanding principal amount of the Revolving Credit which Advances, together with all accrued interest and other fees and charges related thereto, shall be repaid in full on the Revolving Credit Termination Date. On the Closing Date, the Borrowers, jointly and severally, shall execute and deliver to each Bank agrees Revolving Credit Lender a Revolving Credit Note to extend evidence the Revolving Credit Advances from time to time made by such Revolving Credit Lender to the Borrower shall be such Bank’s Base Borrowers hereunder. The Revolving Credit Lenders having aggregate Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder Percentages in excess of its Commitment. Each Borrowing 50% may from time to time in consultation with the Borrowers establish sublimits as to the amounts of Loans shall Revolving Credit Advances that may be made ratably from advanced for use by one or more Borrowers that do not operate ski resorts. (b) Subject to the Banks in proportion to their respective Commitments. On foregoing limitations and the Effective Dateprovisions of Section 4.2, the Borrower hereby promises Borrowers shall have the right to prepay make prepayments reducing the outstanding balance of Revolving Credit Advances and to request further Revolving Credit Advances, all Eurodollar Loans outstanding under in accordance with Section 2.2, without other restrictions hereunder; PROVIDED that each Revolving Credit Lender shall have the Original absolute right to refuse to make any Revolving Credit Agreement (Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such a Revolving Credit Advance; and PROVIDED FURTHER that during each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 fiscal year of the Original Credit Agreement Borrowers, commencing with respect tothe fiscal year ending July 26, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof1998, there shall be such nonratable Borrowings a period of Loans and repayments thereof as shall be necessary so that after giving effect thereto 30 (thirty) consecutive days, including April 30 of each year, during which the Banks each hold their ratable share outstanding principal amount of all Loans then outstanding Revolving Credit Advances shall not exceed the Available Revolving Credit Amount in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)effect at such time LESS $25,000,000.

The Revolving Credit. (a) Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, the Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrowers which may be utilized (i) by the Borrower Borrowers in the form of Domestic Rate loans (individually a “Revolving Credit Loan” and collectively the “Revolving Credit Loans”), and (ii) by the Company in the form of Swing Loans or Eurodollar Loans(as hereinafter defined), all and L/Cs (as more fully hereinafter set forthdefined). The maximum Banks shall not be required to fund a Loan or issue a L/C hereunder, which when added with the aggregate principal amount of all Revolving Credit Loans under the Revolving Credit which each Bank agrees to extend to plus the Borrower shall be such Bank’s Base Revolving Credit Commitment plusaggregate principal amount of all Bid Loans (as hereinafter defined) outstanding under this Agreement plus the aggregate amount of Swing Loans outstanding under the Swing Line, during plus the Availability Periodamount available for drawing under all L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) outstanding plus the Bond L/C Exposure (as hereinafter defined), such Bank’s Seasonal would exceed the lesser of (i) the sum of the Banks’ Revolving Credit Commitments (as hereinafter defined) in effect from time to time during the term of this Agreement (as hereinafter defined) and the Bond L/C Exposure or (ii) the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The Banks shall not be required to fund a Loan to the Foreign Borrowers hereunder, which when added to the aggregate outstanding principal amount of Revolving Credit Loans borrowed by the Foreign Borrowers, would exceed $25,000,000. The Revolving Credit shall be available to the Borrowers, and may be availed of by the Borrowers from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including February 8, 2013 (the “Termination Date”). (b) At any reductions thereof time not earlier than 120 days prior to, nor later than 60 days prior to, the date that is two years before the Termination Date then in effect (the “Anniversary Date”), the Company may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. If such request is made by the Company each Bank shall inform the Agent of its willingness to extend the Termination Date no later than 20 days prior to such Anniversary Date. Any Bank’s failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and all Banks must approve any requested extension. At any time more than 15 days before such Anniversary Date the Banks may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Banks may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Banks, the Company shall notify the Banks of its acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Banks’ notice proposing the extension of this Agreement upon the Agent’s receipt of (i) an amendment to this Agreement signed by the Company, the Foreign Borrowers, if applicable, and all of the Banks, (ii) resolutions of the Company’s Board of Directors and the Board of Directors of each Foreign Borrower, if applicable, authorizing such extension and (iii) an opinion of counsel to the Company equivalent in form and substance to the form of opinion attached hereto as Exhibit E-1 and otherwise acceptable to the Banks and opinions of counsel to the Foreign Borrowers equivalent in form and substance to the forms attached hereto as Exhibits E-2 and E-3, if applicable. (c) The respective Revolving Credit Commitment which each Bank by its acceptance hereof severally agrees to make available to the Borrowers is set forth opposite such Bank’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof). The maximum Each Bank’s Revolving Credit Commitment shall be reduced from time to time by the aggregate outstanding principal amount of all Bid Loans made by such Bank, and shall be increased (but in no event above the amount set forth on Schedule 1 attached hereto for each Bank) by the aggregate principal amount of each principal repayment of such Bid Loans made from time to time. (d) Loans under the Revolving Credit may be Eurodollar Loans or Domestic Rate Loans. All Loans under the Revolving Credit shall be made from each Bank in proportion to its respective Commitment Percentage. Each Domestic Rate Loan shall be in an amount not less than $1,000,000 or such greater amount which is an integral multiple of $500,000 and each Eurodollar Loan shall be in an amount not less than $2,000,000 or such greater amount which is an integral multiple of $1,000,000. Without the Agent’s consent, there shall not be more than ten (10) Eurodollar Loans outstanding hereunder at any one time. (e) Each Borrower agrees that it is jointly and severally liable for all indebtedness, obligations and liabilities of each Foreign Borrower under this Agreement and the other Loan Documents to which any Foreign Borrower is a party. Each Borrower further acknowledges and agrees that its joint and several liability on the Revolving Notes and on all other indebtedness, obligations and liabilities owed by any Foreign Borrower or Foreign Borrowers under this Agreement and the other Loan Documents to which any Foreign Borrower is a party is absolute and unconditional and shall not in any manner be affected or impaired by any acts or omissions whatsoever by the Banks of the Agent, and without limiting the generality of the foregoing, each Borrower’s joint and several liability on the Revolving Notes executed by the Foreign Borrowers and under this Agreement shall not be impaired by any acceptance by the Banks of any other security for or guarantors upon the Notes, Reimbursement Obligations or any other indebtedness, obligations and liabilities under this Agreement or by any failure, neglect or omission on the Banks’ or the Agent’s part to resort to any one or all of the Borrowers for payment of the Revolving Credit Notes, Reimbursement Obligations or the indebtedness, obligations and liabilities under this Agreement or to realize upon or protect any collateral security therefor. Each Borrower’s joint and several liability on the indebtedness, obligations and liabilities of each Foreign Borrower under this Agreement and the other Loan Documents to which any Foreign Borrower is a party shall not in any manner be impaired or affected by who receives or uses the proceeds of the loans evidenced by the Revolving Notes executed by the Foreign Borrowers or for what purposes such proceeds are used, and each Bank agrees Borrower waives notice of borrowing requests issued by, and loans made to, other Borrowers. Such joint and several liability of each Borrower shall also not be impaired or affected by any sale, pledge, surrender, compromise, settlement, release, renewal, extension, indulgence, alteration, substitution, exchange, change in, modification or disposition of any collateral security for the Revolving Notes, Reimbursement Obligations or indebtedness, obligations and liabilities under this Agreement or of any guaranty thereof. In order to extend enforce payment of the Revolving Notes, Reimbursement Obligations and the Borrowers’ indebtedness, obligations and liabilities under the Loan Documents, foreclose or otherwise realize on any collateral security therefor, and to exercise the rights granted to the Borrower Agent hereunder and thereunder and under applicable law, the Agent shall be as set forth opposite under no obligation at any time to first resort to any collateral security, property, liens or any other rights or remedies whatsoever, and the Banks shall have the right to enforce the Revolving Notes, Reimbursement Obligations and the Borrowers’ indebtedness, obligations and liabilities under the Loan Documents irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. By its name acceptance below, each Borrower hereby expressly waives and surrenders any defense to its joint and several liability on the applicable signature page hereof or as otherwise set forth indebtedness, obligations and liabilities of each Foreign Borrower under this Agreement and the other Loan Documents to which any Foreign Borrower is a party based upon any of the foregoing. In furtherance thereof, each Borrower agrees that wherever in this Agreement it is provided that a Foreign Borrower is liable for a payment such obligation is the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof joint and several obligation of each Borrower. (its “Commitment” f) For the avoidance of doubt it is acknowledged and cumulatively agreed that the Foreign Borrowers have no liability for all the Banks the “Commitments”) (subject to any reductions thereof pursuant Revolving Credit Loans made by any Bank to the terms hereof). The Company hereunder, any Reimbursement Obligations or any other indebtedness, obligations and liabilities of the Banks hereunder are several and not joint, and no Bank shall Company under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from this Agreement or the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)other Loan Documents.

The Revolving Credit. Subject to the all terms and conditions hereof, the Banks agree UMB agrees to extend a revolving credit (the “Revolving Credit”) lend to the Borrower in during the period of time beginning on the date hereof and ending on December 1, 1999, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000.00 less the principal amount of all Term Loans made pursuant to Section 2.3 hereof (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to December 1, 1999 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on November 30, 1999, an aggregate principal amount at any one time outstanding not to exceed the lesser of difference between (Ai) the Base then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the "Revolving Credit Commitments orNote" which shall include all extensions and renewals thereof and replacements therefor, during if any). The Revolving Credit Note shall be due and payable to UMB in full on December 1, 1999. As the Availability PeriodBorrower desires to obtain Loans pursuant to the Revolving Credit hereunder, the sum it shall verbally give UMB notice of the Base Borrower's intention to borrow pursuant to the Revolving Credit Commitments plus as early as possible on or before the Seasonal proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's account number 7170565624 at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit Commitments in such manner. All borrowings and (B) the Available Borrowing Base as then determined and computed, which may be availed of payments by the Borrower in under the Revolving Credit shall be recorded by UMB on its discretion books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be repaid determined by reference to the books and used again, records of UMB. Such books and records shall be rebuttably presumed to but not including be correct as to such matters. In the Termination Date. The Revolving Credit, subject to all event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to Note executed hereunder and the terms hereof). The maximum amount of this Agreement, the terms of the Revolving Credit which each Bank agrees to extend to Note shall control. All Loans of the Borrower under the Revolving Credit shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant reduced to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not jointzero by December 1, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)1999.

The Revolving Credit. (a Subject to the terms and conditions hereofof this Agreement and so long as no Default exists, the Banks agree to extend a revolving credit (the “Revolving Credit”) at any time prior to the Borrower Revolving Credit Termination Date, each Revolving Credit Lender, severally and not jointly, shall make such Revolving Credit Advances to the Borrowers as the Borrowers may from time to time request, by notice to the Agent in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding (i) as to each Revolving Credit Lender, not to exceed the lesser of (A) the Base at any time such Lender's Revolving Credit Commitments or, during the Availability Period, the sum Commitment Percentage of the Base Available Revolving Credit Commitments plus the Seasonal Amount and (ii) as to all Revolving Credit Commitments and (B) Lenders, not to exceed an amount equal to the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination DateRevolving Credit Amount. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum outstanding principal amount of the Revolving Credit which Advances, together with all accrued interest and other fees and charges related thereto, shall be repaid in full on the Revolving Credit Termination Date. On the Closing Date, the Borrowers, jointly and severally, shall execute and deliver to each Bank agrees Revolving Credit Lender a Revolving Credit Note to extend evidence the Revolving Credit Advances from time to time made by such Revolving Credit Lender to the Borrower shall be such Bank’s Base Borrowers hereunder. The Revolving Credit Lenders having aggregate Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder Percentages in excess of its Commitment. Each Borrowing 50% may from time to time in consultation with the Borrowers establish sublimits as to the amounts of Loans shall Revolving Credit Advances that may be made ratably from advanced for use by one or more Borrowers that do not operate ski resorts. (b Subject to the Banks in proportion to their respective Commitments. On foregoing limitations and the Effective Dateprovisions of Section 4.2, the Borrower hereby promises Borrowers shall have the right to prepay make prepayments reducing the outstanding balance of Revolving Credit Advances and to request further Revolving Credit Advances, all Eurodollar Loans outstanding under in accordance with Section 2.2, without other restrictions hereunder; provided that each Revolving Credit Lender shall have the Original absolute right to refuse to make any Revolving Credit Agreement (Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such a Revolving Credit Advance; and provided further that during each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 fiscal year of the Original Credit Agreement Borrowers, commencing with respect tothe fiscal year ending July 30, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof2000, there shall be such nonratable Borrowings a period of Loans 30 (thirty) consecutive days, including April 30 of each year, during which the sum of (i) the outstanding principal amount of all Revolving Credit Advances and repayments thereof as (ii) the Letter of Credit Exposure shall not exceed $35,000,000. (c Lenders hereunder who were "Lenders" under the 1997 Credit Agreements upon their termination shall be necessary so that after giving effect thereto deemed to have made their Revolving Credit Commitment Percentage of the Banks each hold first Revolving Credit Advance hereunder upon execution and delivery hereof and shall receive in full payment of the principal amount of their ratable share "Revolving Credit Notes" issued under the 1997 Credit Agreements the difference, if any, between the outstanding principal amount of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)"Revolving Credit Notes" issued under the 1997 Credit Agreements and their Commitment Percentages of the first Revolving Credit Advance hereunder as described on Schedule 2.1 hereto.

The Revolving Credit. (A) Subject to the terms and conditions hereofset forth in this Agreement, the Banks agree each Bank, for itself only, agrees to extend a revolving credit (the “Revolving Credit”) lend to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion Borrowers from time to time, be repaid and used again, time during the period from the Closing Date to but not including the Termination Date, such sums as the Borrowers may request; provided that (1) the aggregate outstanding principal amount thereof shall not exceed at any time the amount of such Bank's Commitment as in effect at such time, (2) at any one time, the total outstanding principal under the Revolving Credit plus the total outstanding principal under the Second Term Loan plus the Letter of Credit Liability shall not exceed the Credit Limit and (3) the Letter of Credit Liability shall at no time exceed the Letter of Credit Sublimit. The If the total outstanding principal under the Revolving Credit, subject plus the total outstanding principal under the Second Term Loan, plus the Letter of Credit Liability at any time exceeds the Credit Limit, the Borrowers shall immediately repay the amount of such excess together with accrued interest thereon and any amount which may be due pursuant to all Section 2.17(B) on account of such payment. If, at any time, the aggregate Letter of Credit Liability exceeds the Letter of Credit Sublimit, the Borrowers shall pledge to the Agent for the benefit of the terms Banks cash collateral in an amount equal to or greater than the amount by which such Letter of Credit Liability exceeds the Letter of Credit Sublimit, which cash collateral shall be deposited and conditions hereof, may be utilized by the Borrower held in the form Letter of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthCredit Cash Collateral Account. The maximum Borrowers shall use the Revolving Credit for the purposes set forth in the Background section hereof and for no other purposes. (B) The Borrowers shall pay interest on the principal amount of the Revolving Credit outstanding from time to time at the Interest Rate applicable to each Revolving Credit Tranche in accordance with Section 2.7 hereof. On the Termination Date, the Borrowers shall (1) repay in full (a) the aggregate principal amount of any and all Revolving Credit Tranches, (b) the amount of any drawings under Letters of Credit which have not been previously reimbursed by the Borrowers and (c) all other amounts then outstanding hereunder, or under the Revolving Credit Notes, and (2) if there remain any unexpired Letters of Credit on such date, deposit into the Letter of Credit Cash Collateral Account an amount equal to or greater than (as determined by the Issuing Bank in its sole discretion) such Letter of Credit Liability. The Termination Date may be extended up to three times by one year each, effective as of each Bank agrees of the third, fourth and fifth anniversaries of the Closing Date provided that (1) the Borrowers and each of the Banks consent to extend each such extension in writing prior to the Borrower Termination Date (as then in effect), which consent shall be given or withheld in the sole discretion of such Bank’s Base Revolving Credit Commitment plusparty and (2) there does not occur any Unmatured Event of Default or Event of Default between the date of any such parties' consent and the Termination Date (as determined without giving effect to such new extension). With each such extension the following anniversary of the Closing Date shall become the "Termination Date" for purposes of this Agreement. (C) The Borrowers shall have the right at any time and from time to time, during upon at least five (5) Business Days prior written notice executed by each of the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant Borrowers to the terms hereofAgent (which shall promptly give notice thereof to each other Bank). The maximum , to terminate the Commitments in whole or reduce them in part ratably; provided, however, that: (1) the Borrowers shall simultaneously with such reduction pay to the Agent for the benefit of the Banks (a) the amount by which the outstanding principal amount of the Revolving Credit which each Bank agrees Tranches plus the Letter of Credit Liability exceeds the Credit Limit as and if so reduced, with such repaid principal to extend be applied first against Revolving Credit Base Rate Tranches and thereafter against Revolving Credit LIBO Rate Tranches, and (b) all accrued and unpaid interest thereon; (2) to the Borrower extent application of this subsection requires a paydown of any Revolving Credit LIBO Rate Tranches prior to the end of the applicable Interest Period(s), the Borrowers shall pay any prepayment compensation provided by Section 2.17(B) herein; and (3) while any Letters of Credit remain outstanding the Borrowers shall not be permitted to terminate the Banks' Commitments in whole or reduce the Banks' Commitments below the aggregate amount of Letter of Credit Liability then outstanding other than as provided in Section 2.3(D) below. Any partial reduction of the Commitments shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant minimum amount of $5,000,000.00 or in multiples of $1,000,000.00 in excess thereof. Any termination or reduction of the Commitments hereunder shall be permanent, and the Commitments cannot thereafter be restored or increased without the written consent of all Banks. Upon the termination of the Commitments in whole, the Borrowers shall pay any accrued Commitment Fees and repay the aggregate principal amount of all Revolving Credit Tranches outstanding on such Termination Date together with interest thereon and any other sums due hereunder including, without limitation, under Section 2.17(B). (D) The Borrowers shall have the right to Section 12.9 hereof reduce the Letter of Credit Sublimit below the aggregate amount of the Letter of Credit Liability only upon the Borrowers' pledge of cash collateral in an amount equal to or greater than the amount by which such Letter of Credit Liability exceeds the Letter of Credit Sublimit as reduced. Such cash collateral shall be deposited in the Letter of Credit Cash Collateral Account. (its “Commitment” and cumulatively for all the Banks the “Commitments”E) (subject to any reductions thereof pursuant Each Advance shall be in an aggregate amount of $1,000,000.00 or in multiples of $500,000.00 in excess thereof. Each Revolving Credit LIBO Rate Tranche shall be in an aggregate amount of $5,000,000.00 or in multiples of $500,000.00 in excess thereof. Subject to the terms hereof). The requirement hereunder that the Borrowers pay any obligations of under the Banks hereunder are several and not joint, and no Bank shall under Second Revolving Credit prior to paying any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Dateother obligations hereunder, the Borrower hereby promises to prepay all Eurodollar Loans outstanding Borrowers may borrow, repay and reborrow under the Original Revolving Credit Agreement (and each Bank currently a party to until the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, Termination Date subject to the terms and conditions of this Agreement. (F) The joint and several obligation of the Borrowers to repay the Revolving Credit shall be evidenced by promissory notes of the Borrowers dated the date hereof, there shall be each payable to the order of a Bank, with respect to such nonratable Borrowings notes delivered prior to the Second Amendment Closing Date, in a principal amount equal to the amount set forth opposite such Bank's name with respect to the Revolving Credit after the caption "Prior to Second Amendment Closing Date" and under the caption "Original Revolving Credit" on Exhibit 2.1 hereto, and with respect to such notes delivered on the Second Amendment Closing Date to CoreStates and NBD in substitution or the notes delivered to such Banks on the Closing Date, in a principal amount equal to the amount set forth opposite such Bank's name after the caption "On and After Second Amendment Closing Date" and under the caption "Original Revolving Credit" on Exhibit 2.1 hereto, and with respect to all such notes, otherwise substantially in the form of Loans and repayments thereof as shall be necessary so that after giving effect thereto Exhibit 2.3 attached hereto (the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans"Revolving Credit Notes").

The Revolving Credit. (a) Subject to the terms and conditions hereofof this Agreement and so long as no Default exists, the Banks agree to extend a revolving credit (the “Revolving Credit”) at any time prior to the Borrower Revolving Credit Termination Date, each Revolving Credit Lender, severally and not jointly, shall make such Revolving Credit Advances to the Borrowers as the Borrowers may from time to time request, by notice to the Agent in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding (i) as to each Revolving Credit Lender, not to exceed the lesser of (A) the Base at any time such Lender's Revolving Credit Commitments or, during the Availability Period, the sum Commitment Percentage of the Base Available Revolving Credit Commitments plus the Seasonal Amount and (ii) as to all Revolving Credit Commitments and (B) Lenders, not to exceed an amount equal to the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination DateRevolving Credit Amount. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum outstanding principal amount of the Revolving Credit which Advances, together with all accrued interest and other fees and charges related thereto, shall be repaid in full on the Revolving Credit Termination Date. On the Closing Date, the Borrowers, jointly and severally, shall execute and deliver to each Bank agrees Revolving Credit Lender a Revolving Credit Note to extend evidence the Revolving Credit Advances from time to time made by such Revolving Credit Lender to the Borrower shall be such Bank’s Base Borrowers hereunder. The Revolving Credit Lenders having aggregate Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder Percentages in excess of its Commitment. Each Borrowing 50% may from time to time in consultation with the Borrowers establish sublimits as to the amounts of Loans shall Revolving Credit Advances that may be made ratably from advanced for use by one or more Borrowers that do not operate ski resorts. (b) Subject to the Banks in proportion to their respective Commitments. On foregoing limitations and the Effective Dateprovisions of Section 4.2, the Borrower hereby promises Borrowers shall have the right to prepay make prepayments reducing the outstanding balance of Revolving Credit Advances and to request further Revolving Credit Advances, all Eurodollar Loans outstanding under in accordance with Section 2.2, without other restrictions hereunder; PROVIDED that each Revolving Credit Lender shall have the Original absolute right to refuse to make any Revolving Credit Agreement (Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such a Revolving Credit Advance; and PROVIDED FURTHER that during each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 fiscal year of the Original Credit Agreement Borrowers, commencing with respect tothe fiscal year ending July 26, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof1998, there shall be such nonratable Borrowings a period of Loans and repayments thereof as shall be necessary so that after giving effect thereto 30 (thirty) consecutive days, including April 30 of each year, during which the Banks each hold their ratable share outstanding principal amount of all Loans then outstanding Revolving Credit Advances shall not exceed the Available Revolving Credit Amount in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)effect at such time LESS $30,000,000.

The Revolving Credit. (A) Subject to the terms and conditions hereofset forth in this Agreement, the Banks agree Bank shall extend to extend the Borrowers a revolving credit facility in the maximum principal amount of Fifteen Million Dollars ($15,000,000.00) (the “"Revolving Credit”") pursuant to which the Bank shall advance to the Borrowers, from time to time during the period from the Third Closing Date to and including the Termination Date, such sums as the Borrowers may request (each such sum, a "Revolving Credit Advance"); PROVIDED THAT, (1) the Revolving Credit Advances (including the Dollar equivalent of any Revolving Credit Sterling Advances and Revolving Credit Offered Rate Advances) to Pamarco Europe plus any Letter of Credit Liability relating to Letters of Credit issued for the Borrower account of Pamarco Europe shall at no time exceed the Pamarco Europe Sublimit; (2) Revolving Credit Advances to Pamarco plus any Letter of Credit Liability relating to Letters of Credit issued for the account of Pamarco shall at no time exceed the Pamarco Sublimit; (3) Revolving Credit Advances to Armotek plus any Letter of Credit Liability relating to Letters of Credit issued for the account of Armotek shall at no time exceed the Armotek Sublimit; (4) Revolving Credit Advances to Dauphin plus any Letter of Credit Liability relating to Letters of Credit issued for the account of Dauphin shall at no time exceed the Dauphin Sublimit; (5) Revolving Credit Advances to Diamond plus any Letter of Credit Liability relating to Letters of Credit issued for the account of Diamond shall at no time exceed the Diamond Sublimit; and (6) the total Revolving Credit Advances (including the Dollar equivalent of any Revolving Credit Sterling Advances and Revolving Credit Offered Rate Advances, if any) plus the Letter of Credit Liability shall not at any time exceed the Credit Limit. If the total Revolving Credit Advances (including the Dollar equivalent of any Revolving Credit Sterling Advances and Revolving Credit Offered Rate Advances, if any) plus the Letter of Credit Liability at any time exceeds the Credit Limit, the Borrowers shall immediately repay the amount of the excess, together with accrued interest thereon and any amount which may be due pursuant to SECTION 2.20 on account of such payment. If, at any time, the aggregate Letter of Credit Liability exceeds the Letter of Credit Sublimit, the Borrowers shall pledge to the Bank cash collateral in an amount equal to the amount by which such Letter of Credit Liability exceeds the Letter of Credit Sublimit, which cash collateral shall be deposited and held by Lender in the Letter of Credit Cash Collateral Account. The Borrowers shall use the Revolving Credit for working capital purposes. (B) The Borrowers have commenced paying and shall continue to pay interest on the principal amount of the Revolving Credit outstanding from time to time at the Interest Rate applicable to each Revolving Credit Advance in accordance with SECTION 2.10 hereof. On the Termination Date, the Borrowers shall repay all Revolving Credit Advances plus any drawings under Letters of Credit which have not been previously reimbursed by the Borrowers plus all accrued and unpaid interest thereon, the accrued and unpaid Revolving Credit Facility Fee and any other amount due in connection with the Revolving Credit. On the Termination Date, if there remain any unexpired Letters of Credit on such date, the Borrowers shall deposit into the Letter of Credit Cash Collateral Account an amount equal to such Letter of Credit Liability as determined by Lender in its sole discretion. (C) Each Revolving Credit Advance shall be in an aggregate principal amount at any one time outstanding not of Twenty Thousand Dollars ($20,000.00) (or the equivalent in Sterling with respect to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Sterling Advances or Revolving Credit Commitments plus Offered Rate Advances) or integral multiples of Five Thousand Dollars ($5,000.00) in excess thereof (or the Seasonal equivalent in Sterling with respect to Revolving Credit Commitments Sterling Advances or Revolving Credit Offered Rate Advances). (D) At any time and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, upon at least three (3) Business Days written notice to the Bank, the Borrowers may reduce by Fifty Thousand Dollars ($50,000.00) or integral multiples of Five Thousand Dollars ($5,000.00) in excess of such amount, or terminate entirely, the unutilized portion of the Revolving Credit, PROVIDED HOWEVER THAT, while any Letters of Credit remain outstanding the Borrowers shall not be repaid permitted to terminate the Revolving Credit in whole or reduce the Revolving Credit below the aggregate amount of Letter of Credit Liability then outstanding. Each such written notice shall specify the date on which the reduction or termination is to become effective. Each such notice shall be irrevocable. Upon the effective date of any such reduction or termination pursuant to this SECTION 2.1(D), the Borrowers shall pay to the Bank the full amount of any Revolving Credit Facility Fee then accrued on the amount of any such reduction or termination. Any such reduction or termination of the Revolving Credit shall be permanent. If the Credit Limit as reduced pursuant to this SECTION 2.1(D) is less than a Borrower's Sublimit, such Borrower's Sublimit shall be reduced to an amount not in excess of the Revolving Credit as so reduced. (E) The joint and used again, several obligation of the Borrowers to but not including repay the Termination Date. The Revolving Credit, subject with respect to all Pamarco Europe to the limitations contained in SECTION 2.29 hereof, shall be evidenced by a promissory note of the terms and conditions Borrowers (the "Revolving Credit Note"), dated as of the date hereof, may be utilized by payable to the Borrower order of the Bank in the principal amount of Fifteen Million Dollars ($15,000,000.00) and otherwise substantially in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the EXHIBIT 2.1(E) attached hereto. (F) Revolving Credit which each Bank agrees to extend Advances may be repaid, prepaid or reborrowed by the Borrowers at any time prior to the Borrower Termination Date. (G) The Borrowers may request that the Bank change any Borrower's Sublimit no more often than four times in any twelve (12) month period. Such request shall be such Bank’s Base Revolving Credit Commitment plus, during submitted on the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereofform attached hereto as EXHIBIT 2.1(G). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite may approve or reject such request in its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)reasonable discretion.

The Revolving Credit. Subject to the terms and conditions hereinafter provided, including without limitation, satisfaction of the conditions precedent contained in Sections 4.1 and 4.2 hereof, Lenders shall extend to Borrowers the Banks agree to extend a revolving credit (the “Revolving Credit”, pursuant to which each Lender, for itself only, shall advance to Borrowers, from time to time during the period from the Closing Date to and including the Termination Date, its portion of such sums as Borrowers may request, each advance to be, in the minimum amount of $500,000.00 unless such advance is deemed made under Section 2.23(C) to hereof (each such advance, a "Revolving Credit Advance"), provided that (A) the Borrower in an aggregate outstanding principal amount of each Lender's portion of the Revolving Credit Advances plus such Lender's portion of Letter of Credit Obligations shall not exceed the RC Commitment of such Lender, (B) the total outstanding principal under the Revolving Credit plus the Letter of Credit Obligations at any one time outstanding shall not to exceed the lesser of Revolving Credit Limit, and (AC) the Base Letter of Credit Obligations at any one time shall not exceed the Letter of Credit Limit. Each Revolving Credit Commitments orAdvance shall be from all Lenders ratably according to their respective Pro Rata Shares of the Revolving Credit. If, during the Availability Periodat any time, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Credit which each Bank agrees to extend to Advances outstanding at any time plus the Borrower shall be such Bank’s Base Revolving Letter of Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of Obligations exceeds the Revolving Credit which each Limit, then Borrowers shall repay immediately the amount of such excess to Agent for Issuing Bank agrees and Lenders. If, at any time, the aggregate Letter of Credit Obligations exceed the Letter of Credit Limit, Borrowers shall pledge to extend Agent for the benefit of itself, Issuing Bank and Lenders cash collateral in an amount equal to the Borrower amount by which such Letter of Credit Obligations exceed the Letter of Credit Limit, which cash collateral shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth deposited and held in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” Letter of Credit Cash Collateral Account. Borrowers may borrow, repay and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding reborrow under the Original Revolving Credit Agreement (and each Bank currently a party to until the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, Termination Date subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)this Agreement.

The Revolving Credit. Subject to the terms and conditions hereof, the Banks agree each Lender severally agrees to extend a revolving credit (the “"Revolving Credit”") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, Company which may be availed of by the Borrower in its discretion Company from time to time, be repaid time during the period from and used again, including the date hereof to but not including the Revolving Credit Termination Date. The Revolving Credit, subject to all at which time the commitments of the terms and conditions hereof, may be utilized by Lenders to extend credit under the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthRevolving Credit shall expire. The maximum amount of the Revolving Credit which each Bank Lender agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower Company shall be as set forth opposite its name on such Lender's signature hereto under the applicable signature page hereof heading "Revolving Credit Commitment" or as otherwise set forth provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the relevant Assignment Agreement delivered pursuant form of Loans and Letters of Credit, all as more fully hereinafter set forth, provided that (i) the aggregate Original Dollar Amount of Loans and Letters of Credit outstanding at any one time shall not exceed the Revolving Credit Commitments and (ii) the aggregate Original Dollar Amount of Loans denominated in Alternative Currencies shall not exceed $15,000,000. During the period from and including the date hereof to Section 12.9 hereof (its “Commitment” but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and cumulatively reborrowing Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all the Banks the “Commitments”) (subject to any reductions thereof pursuant to in accordance with the terms hereof)and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit Commitments is necessary, the Original Dollar Amount of Loans outstanding under the Revolving Credit and Letters of Credit shall be deemed to utilize the Revolving Credit Commitments. The obligations of the Banks Lenders hereunder are several and not joint, and no Bank Lender shall under any circumstances be obligated to extend credit hereunder under the Revolving Credit in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).its

The Revolving Credit. (a) Subject to all of the terms and conditions hereof, the Banks agree agree, severally and not jointly, to extend a revolving credit (the “Revolving Credit”) Credit to the Borrower Company which may be utilized by the Company in an the form of loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined). The aggregate principal amount of all Revolving Credit Loans, Swingline Loans (as hereinafter defined) and Reimbursement Obligations (as hereinafter defined) at any one time outstanding plus the maximum amount available to be drawn under all L/Cs outstanding from time to time shall not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Banks' Revolving Credit Commitments plus (as hereinafter defined) in effect from time to time during the Seasonal term of this Agreement. The Revolving Credit Commitments shall be available to the Company, and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion Company from time to time, be repaid and used again, during the period from the date hereof to but not and including November 17, 2010 (the "Revolving Credit Termination Date. The "). (b) At any time not earlier than July 17, 2008 and not later than September 17, 2008 (such period and each such period in the first or second calendar year before the calendar year in which the Revolving CreditCredit Termination Date then in effect is to occur are referred to as an "Extension Request Period"), subject the Company may request that the Banks extend the then scheduled Revolving Credit Termination Date to all of the date one year from such Revolving Credit Termination Date and make any changes in the terms and conditions hereof, may be utilized of the Loan Documents desired by the Borrower Company. Pursuant to any such request and no later than the November 1 immediately following such Extension Request Period the Banks may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Banks may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Banks, the Company shall notify the Banks of its acceptance or rejection no later than the November 16 immediately following such November 1, and upon the Company's acceptance of such terms and conditions such later date will become the Revolving Credit Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Banks' notice proposing the extension of this Agreement upon the Agent's receipt of (i) resolutions of the Company's Board of Directors authorizing such extension and (ii) an opinion of counsel to the Company in form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthand substance acceptable to the Banks. The maximum amount Company may request a further extension of the Revolving Credit which Termination Date during each Bank agrees subsequent Extension Request Period and pursuant to any such requests the Banks may further offer to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, Termination Date by November 1 preceding any such Bank’s Seasonal later scheduled Revolving Credit Commitments Termination Date in the same manner as set forth above for the initial Revolving Credit Termination Date. (subject to any reductions thereof pursuant to the terms hereof). c) The respective maximum amount aggregate principal amounts of the Revolving Credit at any one time outstanding which each Bank by its acceptance hereof severally agrees to extend make available to the Borrower shall Company are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): Harris N.A. $ 45,000,000 SunTrust Bank $ 40,000,000 AmSouth Bank $ 32,500,000 U.S. Bank National Association $ 32,500,000 Regions Bank $ 25,000,000 Trustmark National Bank $ 25,000,000 Total $200,000,000 (d) Loans under the Revolving Credit may be as set forth opposite its name on the applicable signature page hereof Eurodollar Loans or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof)Domestic Rate Loans. The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of All Revolving Credit Loans shall be made ratably from the Banks each Bank in proportion to their respective Commitmentsits Commitment Percentage (as hereinafter defined). On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (Each Domestic Rate Loan shall be in an amount not less than $1,000,000 or such greater amount which is an integral multiple of $100,000 and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there Loan shall be in an amount not less than $3,000,000 or such nonratable Borrowings greater amount which is an integral multiple of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)$500,000.

The Revolving Credit. Subject to the all terms and conditions hereof, the Banks agree UMB agrees to extend a revolving credit (the “Revolving Credit”) lend to the Borrower in during the period of time beginning on the date hereof and ending on December 1, 2000, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $50,000,000 through July 1, 2000, reducing to $35,000,000 through January 31, 2001 (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to January 31, 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on January 31, 2001, an aggregate principal amount at any one time outstanding not to exceed the lesser of difference between (Ai) the Base then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit A attached hereto and incorporated herein by reference (the "Revolving Credit Commitments orNote" which shall include all extensions and renewals thereof and replacements therefor, during if any). The Revolving Credit Note shall be due and payable to UMB in full on January 31, 2001. As the Availability PeriodBorrower desires to obtain Loans pursuant to the Revolving Credit hereunder, the sum it shall verbally give UMB notice of the Base Borrower's intention to borrow pursuant to the Revolving Credit Commitments plus as early as possible on or before the Seasonal proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit Commitments in such manner. All borrowings and (B) the Available Borrowing Base as then determined and computed, which may be availed of payments by the Borrower in under the Revolving Credit shall be recorded by UMB on its discretion books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be repaid determined by reference to the books and used again, records of UMB. Such books and records shall be rebuttably presumed to but not including be correct as to such matters. In the Termination Date. The Revolving Credit, subject to all event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to Note executed hereunder and the terms hereof). The maximum amount of this Agreement, the terms of the Revolving Credit which each Bank agrees to extend to Note shall control. All Loans of the Borrower under the Revolving Credit shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant reduced to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not jointzero by January 31, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)2001.

The Revolving Credit. (a) Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, the Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrower which may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans, all ") and L/Cs (as more fully hereinafter set forthdefined). The aggregate principal amount of all Loans (as hereinafter defined) plus the maximum amount available for drawing under all L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding (collectively the "Revolving Credit Obligations") may not exceed the lesser of the Borrowing Base, as most recently computed, and the sum of the Revolving Credit Commitments (as hereinafter defined) at any time. The Revolving Credit shall be available to the Borrower, and may be availed of by the Borrower from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including November 10, 2003 (the "Termination Date"), at which time the entire outstanding principal amount of all Revolving Credit Obligations, together with all accrued and unpaid interest thereon, shall be due and payable. (b) The respective maximum aggregate principal amounts of the Revolving Credit at any one time outstanding and the percentage (the "Commitment Percentage") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to extend make available to the Borrower are as follows (collectively, the "Revolving Credit Commitments" and individually, a "Revolving Credit Commitment"): Xxxxxx Trust and Savings Bank $28,875,000.00 17.5% Credit Agricole Indosuez $18,562,500 11.25% BNP Paribas $16,500,000 10.00% Mizuho Corporate Bank, Ltd. $24,750,000 15.00% Banc of America Strategic Solutions, Inc. $14,437,500 8.75% The Bank of Nova Scotia, Atlanta Agency $12,375,000 7.50% SunTrust Bank $12,375,000 7.50% Wachovia Bank, National Association $12,375,000 7.50% ABN AMRO Bank N.V. $8,250,000 5.00% Amsouth Bank $8,250,000 5.00% Trustmark National Bank $8,250,000 5.00% Total $165,000,000.00 100% (c) Each Borrowing under the Revolving Credit shall be made by each Bank in an amount equal to its Commitment Percentage of the amount of such Bank’s Base Borrowing. Each Borrowing under the Revolving Credit Commitment plusshall be in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000. (d) Notwithstanding any provision of this Agreement to the contrary, during as provided in the Availability Periodsecond paragraph of this Agreement, such Bank’s Seasonal all Loans outstanding hereunder are classified as either tranche "A" loans (individually an "A Loan" and collectively the "A Loans") or tranche "B" loans (individually a "B Loan" and collectively the "B Loans"), and the Loans held by each of the Banks on the Effective Date are also classified as A Loans or B Loans ratably in accordance with the respective outstanding principal amounts of the total A Loans and B Loans on the Effective Date. The B Loans shall consist of Revolving Credit Commitments (subject to any reductions thereof Loans in an aggregate outstanding principal amount on the Effective Date of $105,000,000 as the same may be repaid and reborrowed pursuant to the terms hereof)of this Agreement. The maximum amount A Loans shall consist of the all Revolving Credit which Loans that are not B Loans and all Swingline Loans, each Bank agrees to extend to as the Borrower shall same may be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” repaid and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof reborrowed pursuant to the terms hereof)of this Agreement. The obligations If the aggregate balance of all B Loans outstanding on any Determination Date for any reason is ever less than an amount equal to 15% of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from Borrower's Consolidated Net Tangible Assets as then computed less the Banks in proportion to their respective Commitments. On the Effective DateB Loan Availability Reserve, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party shall deliver to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 Administrative Agent a calculation of the Original Credit Agreement with respect toBorrower's Consolidated Net Tangible Assets in the form of Exhibit P hereto, and only with respect toA Loans shall automatically be reclassified as B Loans so that the aggregate amount of Loans which constitute B Loans shall automatically be increased to equal 15% of the Borrower's then Consolidated Net Tangible Assets less the B Loan Availability Reserve. All Loans, the prepayment of such Eurodollar whether A Loans currently outstanding under the Original Credit Agreement) and thereafteror B Loans, subject to the terms and conditions hereof, there shall be such nonratable Borrowings evidenced by the Notes. The Administrative Agent shall record on its books and records the original principal amount of the A Loans and B Loans held by each of the Banks, all principal repayments made thereon and all reborrowings thereof, and the record thereof as on the Administrative Agent's records shall be necessary so that after giving effect thereto conclusive and binding on the Borrower and the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)absent manifest error.

The Revolving Credit. (a) Subject to the terms and conditions of this Agreement, Bank agrees to establish on its books a revolving line of credit availability in favor of Borrower (the "Revolving Credit") in the maximum principal amount of $7,000,000.00 (which maximum amount shall be referred to herein as the "Committed Amount"). (b) Prior to April 30, 1998 (as may be extended from time to time subject to the terms hereof, the Banks agree to extend a revolving "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, Bank shall, upon the request of Borrower, make advances and issue letters of credit under the Revolving Credit in accordance with the provisions hereof. No advance shall be made or letter of credit issued which, when aggregated with the amounts of any letters of credit outstanding and any principal amounts then outstanding under the Revolving Credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to which amounts shall include all unreimbursed amounts paid by Bank and amounts of drafts accepted by Bank under letters of credit), would exceed the lesser of (A) the Base Committed Amount and the Borrowing Base. During such period, Borrower may borrow, repay, and reborrow, and request the issuance of letters of credit, under the Revolving Credit Commitments orin accordance with the terms hereof. Notwithstanding anything to the contrary set forth herein, during no letters of credit shall be issued which, when aggregated with the Availability Period, outstanding amounts of any letters of credit issued under the sum Revolving Credit and any unreimbursed amounts paid by Bank or amounts of drafts accepted by Bank under any letters of credit would exceed $2,000,000.00. (c) Borrower shall submit to Bank no later than fifteen (15) after the end of each month Borrowing Base certificates for such month in such form as Bank shall require. The calculation of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computedBase, which however, may be availed of by the Borrower in its discretion made from time to timetime in Bank's discretion, be repaid and used again, to but is not including necessarily based upon the Termination Date. The Revolving Credit, subject to all contents of the terms and conditions hereof, may be utilized by most recent Borrowing Base certificate. (d) If at any time the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of principal outstanding and letters of credit outstanding under the Revolving Credit which each shall exceed the lesser of the Committed Amount or the then existing Borrowing Base, Borrower will pay to Bank agrees to extend to the Borrower upon demand such amount as shall be such Bank’s Base Revolving Credit Commitment plus, during required to cause the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum aggregate amount of principal outstanding and letters of credit outstanding under the Revolving Credit which each Bank agrees to extend be equal to or less than the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations lesser of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its CommitmentCommitted Amount or the then existing Borrowing Base. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises authorizes Bank to prepay all Eurodollar Loans outstanding under charge any deposit account of Borrower for the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment amount of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)excess.

The Revolving Credit. Subject to the all terms and conditions hereof, the Banks agree UMB agrees to extend a revolving credit (the “Revolving Credit”) lend to the Borrower in during the period of time beginning on the date hereof and ending on July 1, 2001, such amount or amounts as the Borrower may from time to time request to borrow up to an aggregate outstanding principal amount owing to UMB of, but not exceeding at any time, $35,000,000 through June 30, 2001 (the "Revolving Credit"). The Borrower may prepay all or any part of the outstanding obligations hereunder at any time on one (1) business day's prior notice and without penalty on a FIFO basis. Any prepayment of the outstanding amount of all Loans under the Revolving Credit shall include accrued interest thereon. Upon any payment prior to June 30, 2001 of Loans under the Revolving Credit, UMB agrees to lend to the Borrower from time to time during the period beginning upon the date of this Agreement and ending on June 30, 2001, an aggregate principal amount at any one time outstanding not to exceed the lesser of difference between (Ai) the Base then outstanding aggregate principal amount of the Borrower's aggregate indebtedness under the Revolving Credit, and (ii) the amount of the Revolving Credit; provided, however, that UMB shall have no obligation to make any such Loan if an Event of Default has occurred and is then continuing, regardless of whether any required notice has been given. At the time of execution hereof, an Authorized Officer of the Borrower shall execute promissory note in the form of Exhibit A attached hereto and incorporated herein by reference (the "Revolving Credit Commitments orNote" which shall include all extensions and renewals thereof and replacements therefor, during if any). The Revolving Credit Note shall be due and payable to UMB in full on June 30, 2001. As the Availability PeriodBorrower desires to obtain Loans pursuant to the Revolving Credit hereunder, the sum it shall verbally give UMB notice of the Base Borrower's intention to borrow pursuant to the Revolving Credit Commitments plus as early as possible on or before the Seasonal proposed date of borrowing. UMB may conclusively rely on any such verbal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Upon compliance with all conditions of lending stated in this Agreement applicable to the Revolving Credit, UMB shall disburse the amount of the requested Loan to the Borrower by causing the same to be deposited in the Borrower's main operating account at UMB, and the Borrower hereby authorizes the disbursement of borrowings under the Revolving Credit Commitments in such manner. All borrowings and (B) the Available Borrowing Base as then determined and computed, which may be availed of payments by the Borrower in under the Revolving Credit shall be recorded by UMB on its discretion books and records and the principal amount outstanding from time to time, plus interest payable thereon, shall be repaid determined by reference to the books and used again, records of UMB. Such books and records shall be rebuttably presumed to but not including be correct as to such matters. In the Termination Date. The Revolving Credit, subject to all event of any conflict between the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to Note executed hereunder and the terms hereof). The maximum amount of this Agreement, the terms of the Revolving Credit which each Bank agrees to extend to Note shall control. All Loans of the Borrower under the Revolving Credit shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant reduced to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not jointzero by June 30, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)2001.

The Revolving Credit. Subject (a) The Borrower wishes to the terms and conditions hereof, the Banks agree to extend establish a revolving credit (with the “Revolving Credit”) to the Borrower Lender in an aggregate principal amount at any one time outstanding not to exceed in excess of $10,000,000 (the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again"Commitment"), to but not including expire December 15, 2000 (the Termination "Expiration Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof"). The maximum amount Expiration Date shall be automatically extended by one year on each of December 31, 1998 and December 31, 1999, unless the Lender has given the Borrower prior written notice to the contrary. The Lender is willing to establish such revolving credit on behalf of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafterBorrower, subject to the terms and conditions hereofhereafter set forth. (b) Subject to the terms and conditions set forth in this Credit Agreement, there the Lender hereby establishes a revolving credit (the loans made thereunder being referred to as the "Revolving Credit Loans") in favor of the Borrower in the principal amount of the Commitment. The Lender agrees to lend to the Borrower and the Borrower may borrow up to $7,000,000 of the Commitment to provide general working capital (the "Available Commitment"). The Lender agrees to lend to the Borrower and the Borrower may borrow up to the remaining $3,000,000 of the Commitment to provide liquidity to make payments of principal and interest on the Term Loan and the Revolving Credit Loans in the event and during the continuance of an NBA Play Stoppage (the "Reserve Commitment"). In the event the Collective Bargaining Agreement is renegotiated and results in a reduced possibility of an NBA Play Stoppage, the Borrower may request in writing that the Reserve Commitment be made available for general working capital. The Lender shall consider the Borrower's request in good faith in light of the renegotiated Collective Bargaining Agreement and the reduced possibility of an NBA Play Stoppage and the Lender shall respond within 60 days of such request from the Borrower. In the event the Lender fails to respond within 60 days, such failure to respond shall be such nonratable Borrowings deemed to be a denial of Loans the request by the Lender. In the event the Lender responds favorably to the Borrower's request, then the Lender agrees to lend to the Borrower and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding Borrower may borrow the entire Commitment to provide general working capital. The Borrower may repay and reborrow from time to time between the Closing Date and the Expiration Date upon notice by the Borrower to the Lender given in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)accordance with [SECTION]2.

The Revolving Credit. (a) Subject to the terms and conditions hereofof this Agreement and so long as there exists no Default, at any time prior to the Revolving Credit Termination Date, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base shall severally make such Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base Advances to URI as then determined and computed, which URI may be availed of by the Borrower in its discretion from time to timetime request by notice to the Agent in accordance with Section 2.2; PROVIDED that no Revolving Credit Advance shall exceed an amount determined by subtracting (i) the aggregate outstanding balance of all Revolving Credit Advances theretofore made by the Banks FROM (ii) the Maximum Credit Amount; and PROVIDED FURTHER, be repaid that the aggregate outstanding Revolving Credit Advances of any Bank shall at no time exceed the amount of such Bank's Commitment Percentage of the Maximum Credit Amount. Subject to the foregoing limitations and used againthe provisions of Section 4.1 and 4.7 below, URI may borrow, repay and reborrow from the date of this Agreement to but not including the Revolving Credit Termination Date; provided that the Agent and the Banks shall have the absolute right to refuse to make any Advances for so long as there exists any Default or any other condition which would, upon the making of such Revolving Credit Advance, constitute a Default. Any Revolving Credit Advances not repaid by the Revolving Credit Termination Date shall be due and payable on the Revolving Credit Termination Date. (b) The Revolving Credit, subject Credit Advances shall be evidenced by the Revolving Credit Notes payable to all the order of each Bank. Each Revolving Credit Note shall be in the original principal amount of the terms applicable Bank's Commitment Percentage of the Maximum Credit Amount, shall be dated the Closing Date, shall have the blanks therein appropriately completed, and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount shall have a final maturity of the Revolving Credit which each Termination Date. Each Bank agrees to extend to shall, and is hereby irrevocably authorized by the Borrower shall be such Bank’s Base to, enter on the schedule forming a part of its Revolving Credit Commitment plus, during Note or otherwise in its records appropriate notations evidencing the Availability Perioddate and the amount of each Revolving Credit Advance made by such Bank and the date and amount of each payment of principal made by URI with respect thereto; and in the absence of manifest error, such Bank’s Seasonal notations shall constitute conclusive evidence thereof. Each Bank is hereby irrevocably authorized by URI to attach to and make a part of its Revolving Credit Commitments Note a continuation of any such schedule as and when required. No failure on the part of a Bank to make any notation as provided in this subsection (subject to b) shall in any reductions thereof pursuant to the terms hereof). The maximum amount of the way affect any Revolving Credit which each Bank agrees to extend to Advance or the Borrower shall be as set forth opposite its name on the applicable signature page hereof rights or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement or URI with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)thereto.

The Revolving Credit. (a) Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, the Banks agree, severally and not jointly, to extend a Revolving Credit to the Borrowers which may be utilized by the Borrower Borrowers in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthloans (individually a "REVOLVING CREDIT LOAN" and collectively the "REVOLVING CREDIT LOANS"). The aggregate principal amount of all Revolving Credit Loans under the Revolving Credit at any time outstanding shall not exceed the lesser of (i) the sum of the Banks' Revolving Credit Commitments (as hereinafter defined) in effect from time to time during the term of this Agreement or (ii) the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The aggregate principal amount of Revolving Credit Loans at any time outstanding to the Company shall not exceed the Company Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate and the aggregate principal amount of Revolving Credit Loans at any time outstanding to LSI shall not exceed the LSI Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The Revolving Credit shall be available to the Borrowers, and may be availed of by the Borrowers from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including August 27, 2000 (the "TERMINATION DATE"). (b) At any time not earlier than 90 days prior to, nor later than 60 days prior to, the date that is one year before the Termination Date then in effect (the "ANNIVERSARY DATE"), the Company may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. If such request is made by the Company each Bank shall inform the Agent of its willingness to extend the Termination Date no later than 20 days prior to such Anniversary Date. Any Bank's failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and all Banks must approve any requested extension. At any time more than 15 days before such Anniversary Date the Banks may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Banks may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Banks, the Company shall notify the Banks of the Borrowers' acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Banks' notice proposing the extension of this Agreement upon the Agent's receipt of (i) an amendment to this Agreement signed by the Borrowers and all of the Banks, (ii) resolutions of the each Borrower's Board of Directors authorizing such extension and (iii) an opinion of counsel to the Borrowers equivalent in form and substance to the form of opinion attached hereto as Exhibit D and otherwise acceptable to the Banks. (c) The respective maximum amount aggregate principal amounts of the Revolving Credit which each Bank agrees to extend to at any one time outstanding and the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during percentage (the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount "COMMITMENT PERCENTAGE") of the Revolving Credit available at any time which each Bank by its acceptance hereof severally agrees to extend make available to the Borrower shall Borrowers are as follows (collectively, the "REVOLVING CREDIT COMMITMENTS" and individually, a "REVOLVING CREDIT COMMITMENT"): Xxxxxx Trust and Savings Bank $25,000,000 50% U.S. Bancorp Ag Credit, Inc. 25,000,000 50% ----------- ---- Total $50,000,000 100% (d) Loans under the Revolving Credit may be as set forth opposite its name on Eurodollar Loans or Domestic Rate Loans. All Loans under the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans Revolving Credit shall be made ratably from by the Banks in proportion accordance to their respective CommitmentsCommitment Percentages. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (Each Domestic Rate Loan shall be in an amount not less than $500,000 or such greater amount which is an integral multiple of $100,000 and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there Loan shall be in an amount not less than $1,000,000 or such nonratable Borrowings greater amount which is an integral multiple of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)$1,000,000.

The Revolving Credit. Subject (a) From time to time during the Revolving Credit Commitment Period and subject to the terms and conditions hereofof this Agreement, the Banks agree each Lender severally agrees to extend a revolving credit (the “Revolving Credit”) lend to the Borrower in an aggregate principal amount sums at any one time outstanding not in excess of an aggregate amount equal to exceed the lesser of (A) the Base such Lender’s Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount Commitment Percentage of the Revolving Credit which Commitment Amount (as to each Bank Lender; its “Revolving Credit Commitment”) (or, pursuant to the immediately succeeding sentence, agrees to extend convert all or a portion of such Lender’s revolving credit loans held under the Existing Credit Agreement (each an “Existing Revolving Loan”) into a Revolving Advance hereunder) provided, that no Lender shall make any Advance if, after giving effect to such Revolving Advance, the Borrower shall be such Bank’s Base aggregate outstanding principal amount of all Revolving Advances plus the aggregate undrawn amount of all Letters of Credit then outstanding plus the aggregate amount of all unreimbursed drawings under Letters of Credit would exceed the Revolving Credit Commitment plus, during Amount. In connection with the Availability Period, such Bank’s Seasonal making of Revolving Credit Commitments (subject to any reductions thereof Advances on the Closing Date pursuant to the terms hereof). The maximum immediately preceding sentence, any Lender that is a Lender under the Existing Credit Agreement shall make all or any portion of such Lender’s Revolving Advance by converting a portion of the outstanding principal amount of the Existing Revolving Loan held by such Lender into a Revolving Advance (each such Existing Revolving Loan, a “Converted Existing Revolving Loan”) in a principal amount equal to such Lender’s pro rata share of the Revolving Advances made on the Closing Date, such amount to be determined based on such Lender’s Revolving Credit which each Bank agrees to extend to Commitment Percentage and, in the Borrower shall be as set forth opposite its name case of an Existing Revolving Loan bearing interest based on the Eurodollar Rate, such Converted Existing Revolving Loan bearing interest based on the Eurodollar Rate, consisting of a Eurodollar Rate Advance with an Interest Period ending on the same date as which the interest period applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject such Existing Term Loan is scheduled to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitmentsend. On the Effective Closing Date, the Borrower hereby promises amount of Converted Existing Revolving Loans equal to prepay the amount of Revolving Advances to be made on the Closing Date shall be converted for all Eurodollar purposes of this Agreement into Revolving Advances, and the Agent shall record in the Register the aggregate amounts of Converted Existing Revolving Loans into Revolving Advances. Each Lender’s maximum obligation under the Revolving Credit at any time is the amount derived by multiplying its Revolving Credit Commitment Percentage by the Revolving Credit Commitment Amount. Revolving Advances made under the Existing Credit Agreement and outstanding and not repaid on the Closing Date shall continue outstanding under this Agreement and be deemed to be Advances made by the Original Lenders pursuant to this Agreement. (b) The Revolving Credit Agreement (is a revolving credit and each Bank currently a party Borrower may, prior to the Original Revolving Credit Agreement agrees Termination Date, borrow, repay and reborrow amounts repaid up to waive any compensation otherwise required by the maximum amount available under Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter2.01(a), subject to the terms reductions required by Section 2.13 hereof and conditions the reductions permitted by Section 2.11 hereof. (c) The Revolving Credit may from time to time consist of (i) Eurodollar Rate Advances, there (ii) Reference Rate Advances or (iii) a combination thereof, as determined by the Borrower and notified to the Agent in accordance with Section 2.02, provided that no Advance shall be such nonratable Borrowings of Loans and repayments thereof made as shall be necessary so a Eurodollar Rate Advance after the day that after giving effect thereto is one month prior to the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)Revolving Credit Termination Date.

The Revolving Credit. Subject (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Loans denominated in Dollars or in an Alternative Currency to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an amount such that (i) the aggregate principal amount of Loans by such Bank at any one time outstanding the aggregate amount of its Letter of Credit Liabilities at such time shall not exceed the amount of its Revolving Commitment, (ii) the Total Outstanding Amount shall not exceed the Aggregate Revolving Commitment and (iii) the Total Outstanding Amount denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Bank’s Revolving Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01 , prepay pursuant to Section 2.06 and reborrow pursuant to this Section 2.01. (b) The Revolving Termination Date may be extended on up to two occasions in the manner set forth in this subsection (b) for a period of one year from the Revolving Termination Date then in effect. If the Company wishes to request an extension of the Revolving Termination Date then in effect, the Company shall give notice to that effect to the Administrative Agent not less than 45 nor more than 90 days prior to any anniversary of the Closing Date, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Bank not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Banks that do not elect to extend the Revolving Termination Date to assign their Commitments in their entirety to one or more Eligible Assignees pursuant to Section 10.09 which Eligible Assignees will agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all If Banks having 50.1% or more of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Credit which each Bank agrees Commitments (including such Eligible Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to extend receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto dxxx completed and signed by the Company, the Administrative Agent and such Banks, the Revolving Termination Date shall be extended to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount first anniversary of the Revolving Credit which each Bank agrees Termination Date then in effect with respect to extend such Bxxxx (but not with respect to Banks not so responding affirmatively). Any extension of the Borrower Revolving Termination Date pursuant to this subsection (b) shall be as set forth opposite its name on subject to satisfaction of the applicable signature page hereof or as otherwise conditions set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”4.02(b) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).and

The Revolving Credit. Subject (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Loans denominated in Dollars or in an Alternative Currency to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an amount such that the aggregate principal amount of Loans by such Bank at any one time outstanding plus the aggregate amount of its Letter of Credit Liabilities at such time shall not exceed the amount of its Revolving Commitment, the Total Outstanding Amount shall not exceed the Aggregate Revolving Commitment and (iii) the Total Outstanding Amount denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Bank’s Revolving Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay pursuant to Section 2.06 and reborrow pursuant to this Section 2.01. (b) The Revolving Termination Date may be extended on up to two occasions in the manner set forth in this subsection (b) for a period of one year from the Revolving Termination Date then in effect. If the Company wishes to request an extension of the Revolving Termination Date, the Company shall give notice to that effect to the Administrative Agent not less than 45 nor more than 90 days prior to the first or second anniversary of the date hereof, or at both times, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Bank not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Banks that do not elect to extend the Revolving Termination Date to assign their Commitments in their entirety to one or more Eligible Assignees pursuant to Section 10.09 which Eligible Assignees will agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all If Banks having 50.1% or more of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Credit which each Bank agrees Commitments (including such Eligible Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to extend receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto duly completed and signed by the Company, the Administrative Agent and such Banks, the Revolving Termination Date shall be extended to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount first anniversary of the Revolving Credit which each Bank agrees Termination Date then in effect with respect to extend such Banks (but not with respect to Banks not so responding affirmatively). Any extension of the Borrower Revolving Termination Date pursuant to this subsection (b) shall be as set forth opposite its name on subject to satisfaction of the applicable signature page hereof or as otherwise conditions set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” 4.02(b) and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereofSection 4.02(c). The obligations of the Banks hereunder are several and not joint, and no Bank any request for an extension by the Company hereunder shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from constitute a representation and warranty that such conditions are satisfied at the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment time of such Eurodollar Loans currently outstanding under the Original Credit Agreement) extension and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)thereto.

The Revolving Credit. (A) Subject to the terms and conditions hereinafter provided, Lender shall (1) advance to Borrowers such sums as a Borrower may request (each such advance, an "Advance") and (2) issue Letters of Credit for the account of Borrowers in accordance with Section 2.11 hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to time during the period from the date hereof through but not including the Termination Date, in an aggregate principal amount not to exceed the Credit Limit. It is agreed by Borrowers that Advances shall be used for working capital and general corporate purposes, provided however that, all or a portion of the initial Advance may be used to finance the Acquisition. The Revolving Credit, subject to all total Advances outstanding plus the Letter of Credit Liability shall not at any time exceed the terms and conditions hereof, may be utilized by Credit Limit. If the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Advances outstanding at any time plus the Letter of Credit which each Bank agrees to extend to Liability exceeds the Borrower Credit Limit, Borrowers shall be such Bank’s Base Revolving Credit Commitment plus, during repay immediately the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the excess. Borrowers may borrow, repay and reborrow under the Revolving Credit which each Bank agrees to extend to until the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, Termination Date subject to the terms and conditions hereof, there of this Agreement. (B) Any requests for Advances which shall earn interest at the Adjusted Prime Rate shall be such nonratable Borrowings submitted to Lender in writing or by facsimile copy by 2:00 p.m. of Loans the Business Day of the requested Advance signed by an officer of Borrowers accompanied by a completed and repayments thereof as signed Borrowing Base certificate in the form of Exhibit 2.1(B) attached hereto and made a part hereof. Any requests for Advances which shall earn interest at Adjusted LIBOR shall be necessary so that after submitted to Lender in writing or by facsimile copy by 11:00 a.m. three London Business Days prior to the date of the requested Advance signed by an officer of Borrowers accompanied by a completed and signed Borrowing Base certificate in the form of Exhibit 2.1(B) attached hereto and made a part hereof. Such request shall set forth the date and amount of the requested Advance (which, if a LIBOR Tranche, shall be in the minimum amount of $250,000.00) and, if a LIBOR Tranche is requested, the length of the proposed LIBOR Interest Period. Each request for an Advance shall constitute a representation that, at the time thereof and giving effect thereto to the Banks each Advance requested thereby: (1) no Event of Default or Default has occurred hereunder; (2) the representations and warranties contained herein are expressly reaffirmed and are correct as of the date of such request; and (3) the sum of the outstanding Advances plus the requested Advance plus the Letter of Credit Liability will not exceed the Credit Limit. Lender shall make any Advance to which Borrowers are entitled by depositing the amount thereof into an operating account which Borrowers shall maintain with Lender (the "Operating Account") prior to the Termination Date. Borrowers shall hold their ratable share Lender harmless from any liability for any loss resulting from Lender's reliance on any writing or facsimile copy purportedly made by an officer of Borrowers, provided that Lender has acted in good faith in doing so. Lender's books and records shall be deemed conclusive evidence of whether or not a request was made and the terms thereof. If Borrowers submit a request for an Advance by facsimile copy, Borrowers shall deliver to Lender the original request (along with the Borrowing Base certificate to be submitted therewith) to Lender no later than five (5) Business Days after submission of the facsimile copy. (C) Borrowers shall pay interest on the principal amount of the Revolving Credit outstanding from time to time at the rates and at the times set forth in Section 2.4 hereof. On the -12- Termination Date, Borrowers shall repay in full the aggregate principal amount of all Loans then Advances outstanding under the Revolving Credit, any drawings under Letters of Credit which have not been previously reimbursed by Borrowers, all accrued but unpaid interest thereon and any other amount owing in proportion connection therewith. On the Termination Date, if there remain any unexpired Letters of Credit on such date, Borrowers shall deposit into the Letter of Credit Cash Collateral Account an amount equal to their respective Commitments such Letter of Credit Liability, as determined by Lender. (which Loans D) The joint and several obligation of Borrowers to repay the Advances outstanding under the Revolving Credit shall initially constitute Domestic Rate Loansbe evidenced by a promissory note, dated the date of this Agreement, payable to the order of Lender, in the principal amount of Eighteen Million Dollars ($18,000,000.00), and otherwise substantially in the form of Exhibit 2.1(D) attached hereto (the "Note").

The Revolving Credit. Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Base Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each that a Bank agrees to extend to the Borrower shall be as set forth opposite the aggregate amount of its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) Commitment (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement shall be prepaid out of the initial Borrowing hereunder (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, concurrently therewith there shall be such nonratable non-ratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Base Rate Loans).

The Revolving Credit. (A) Subject to the terms and conditions hereinafter provided, Lender shall (1) advance to Borrowers such sums as a Borrower may request (each such advance, an "Advance") and (2) issue Letters of Credit for the account of Borrowers in accordance with Section 2.12 hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to time during the period from the date hereof through but not including the Termination Date, in an aggregate principal amount not to exceed the Credit Limit. It is agreed by Borrowers that Advances shall be used for working capital purposes and to fund, in part, the costs of the acquisition of certain assets or stock in connection with the Permitted Acquisitions and for no other purposes. The Revolving Credit, subject to all total Advances outstanding plus the Letter of Credit Liability shall not at any time exceed the terms and conditions hereof, may be utilized by Credit Limit. If the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Advances outstanding at any time plus the Letter of Credit which each Bank agrees to extend to Liability exceeds the Borrower Credit Limit, Borrowers shall be such Bank’s Base Revolving Credit Commitment plus, during repay immediately the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the excess. Borrowers may borrow, repay and reborrow under the Revolving Credit which each Bank agrees to extend to until the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, Termination Date subject to the terms and conditions hereof, there of this Agreement. (B) Any requests for Advances which shall earn interest at the Adjusted Base Rate shall be such nonratable Borrowings submitted to Lender in writing or by facsimile copy by 2:00 p.m. of Loans and repayments thereof as the Business Day of the requested Advance signed by an officer of Borrowers. Any requests for Advances which shall earn interest at Adjusted LIBOR shall be necessary so submitted to Lender in writing or by facsimile copy by 11:00 a.m. three London Business Days prior to the date of the requested Advance signed by an officer of Borrowers. Any request for an Advance to finance a Permitted Acquisition or a proposed acquisition (an "Acquisition Advance") shall be submitted to Lender in writing or by facsimile copy no later than ten Business Days prior to the date of the requested Acquisition Advance signed by an officer of Borrowers; provided however that, in the event such requested Acquisition Advance is for Ten Million Dollars ($10,000,000.00) or more, such request must be submitted in writing or by facsimile copy no later than twenty (20) Business Days prior to the date of the requested Acquisition Advance signed by an officer of Borrowers. Such request shall set forth the date and amount of the requested Advance (which, if a LIBOR Tranche, shall be in the minimum amount of $500,000.00), if a LIBOR Tranche is requested, the length of the proposed LIBOR Interest Period. Each request for an Advance shall constitute a representation that, at the time thereof and giving effect to the Advance requested thereby: (1) no Event of Default or Default has occurred and is continuing hereunder; (2) the representations and warranties contained herein are expressly reaffirmed and are correct in all material respects as of the date of such request (excluding representations and warranties which speak as of a particular date, which shall be true and correct in all material respects as of such earlier date); and (3) the sum of the outstanding Advances plus the requested Advance plus the Letter of Credit Liability will not exceed the Credit Limit. Each request for an Acquisition Advance shall also constitute a representation that: (a) such Permitted Acquisition or proposed acquisition will not cause an Event of Default or Default hereunder; and (b) after giving effect to such Acquisition Advance, the Credit Limit will exceed the sum of the outstanding Advances plus the requested Acquisition Advance plus the Letter of Credit Liability by at least $10,000,000.00. Each request for an Acquisition Advance shall be accompanied by a pro forma Compliance Certificate demonstrating that after giving effect thereto to such Permitted Acquisition or proposed acquisition Borrowers shall be in compliance with the Banks each provisions hereof including without limitation Sections 6.6 through 6.9 hereof which shall be satisfactory in form and substance to Lender and shall provide such further information and backup as may be reasonably requested by Lender. Lender shall make any Advance to which Borrowers are entitled by depositing the amount thereof into an operating account which Borrowers shall maintain with Lender (the "Operating Account") prior to the Termination Date. Borrowers shall hold their ratable share Lender harmless from any liability for any loss resulting from Lender's reliance on any writing or facsimile copy purportedly made by an officer of Borrowers, provided that Lender has acted in good faith in doing so. Lender's books and records shall be deemed conclusive evidence of whether or not a request was made and the terms thereof, absent bad faith or manifest error. If Borrowers submit a request for an Advance by facsimile copy, Borrowers shall deliver to Lender the original request (along with the Borrowing Base certificate, if any, required to be submitted therewith) to Lender no later than five (5) Business Days after submission of the facsimile copy. (C) Borrowers shall pay interest on the principal amount of the Revolving Credit outstanding from time to time at the rates and at the times set forth in Section 2.4 hereof. On the Termination Date, Borrowers shall repay in full the aggregate principal amount of all Loans Advances outstanding under the Revolving Credit, any drawings under Letters of Credit which have not been previously reimbursed by Borrowers, all accrued but unpaid interest thereon and any other amount owing in connection herewith. On the Termination Date, if there remain any unexpired Letters of Credit on such date, Borrowers shall deposit into the Letter of Credit Cash Collateral Account an amount equal to such Letter of Credit Liability, as determined by Lender. (D) Borrowers shall have the right at any time and from time to time, upon at least five (5) Business Days prior written notice delivered by Borrowers to Lender, to terminate the Credit Limit in whole or reduce the Credit Limit in part, provided however that: (1) Borrowers shall simultaneously with such reduction pay to Lender (a) the amount by which the outstanding principal amount of the Advances plus the Letter of Credit Liability exceeds the Credit Limit as and if so reduced, with such repaid principal to be applied as determined by Lender against Base Rate Tranches and LIBOR Tranches, (b) all accrued and unpaid interest thereon, and (c) the accrued Commitment Fee relating thereto; (2) to the extent application of this subsection requires a payment of any LIBOR Tranches prior to the end of the applicable Interest Period(s), Borrower shall pay any prepayment compensation required under Section 2.10 hereof; and (3) while any Letters of Credit remain outstanding Borrower shall not be permitted to terminate the Credit Limit in whole or reduce the Credit Limit below the aggregate amount of Letter of Credit Liability then outstanding except as contemplated by Section 2.1(C). Any partial reduction of the Credit Limit shall be in proportion the minimum amount of $1,000,000.00 or in multiples of $1,000,000.00 in excess thereof. Any termination or reduction of the Credit Limit hereunder shall be permanent. (E) The joint and several obligation of Borrowers to their respective Commitments repay the Advances outstanding under the Revolving Credit shall be evidenced by a promissory note, dated the date of this Agreement, payable to the order of Lender, in the principal amount of Thirty Million Dollars (which Loans shall initially constitute Domestic Rate Loans$30,000,000.00) or, if less, the principal amount of all Advances, and otherwise substantially in the form of Exhibit 2.1(E) attached hereto (the "Note").

The Revolving Credit. Subject (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Loans denominated in Dollars or in an Alternative Currency to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an amount such that (i) the aggregate principal amount of Loans by such Bank at any one time outstanding plus the aggregate amount of its Letter of Credit Liabilities at such time shall not exceed the amount of its Revolving Commitment, (ii) the Total Outstanding Amount shall not exceed the Aggregate Revolving Commitment and (iii) the Total Outstanding Amount denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Bank’s Revolving Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay pursuant to Section 2.06 and reborrow pursuant to this Section 2.01. (b) The Revolving Termination Date may be extended on up to two occasions in the manner set forth in this subsection (b) for a period of one year from the Revolving Termination Date then in effect. If the Company wishes to request an extension of the Revolving Termination Date then in effect, the Company shall give notice to that effect to the Administrative Agent not less than 45 nor more than 90 days prior to any anniversary of the Closing Date, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Bank not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Banks that do not elect to extend the Revolving Termination Date to assign their Commitments in their entirety to one or more Eligible Assignees pursuant to Section 10.09 which Eligible Assignees will agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all If Banks having 50.1% or more of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Credit which each Bank agrees Commitments (including such Eligible Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to extend receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto duly completed and signed by the Company, the Administrative Agent and such Banks, the Revolving Termination Date shall be extended to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount first anniversary of the Revolving Credit which each Bank agrees Termination Date then in effect with respect to extend such Banks (but not with respect to Xxxxx not so responding affirmatively). Any extension of the Borrower Revolving Termination Date pursuant to this subsection (b) shall be as set forth opposite its name on subject to satisfaction of the applicable signature page hereof or as otherwise conditions set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” 4.02(b) and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereofSection 4.02(c). The obligations of the Banks hereunder are several and not joint, and no Bank any request for an extension by the Company hereunder shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from constitute a representation and warranty that such conditions are satisfied at the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment time of such Eurodollar Loans currently outstanding under the Original Credit Agreement) extension and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)thereto.

The Revolving Credit. (i) Subject to the terms and conditions hereofof this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, the Banks agree each Revolving Lender severally and not jointly agrees to extend a revolving credit (the “make Revolving Credit”) Loans to the Borrower from time to time on any Business Day during the period from the Closing Date through the Final Availability Date in Dollars, in an aggregate principal amount at any one time outstanding not to exceed at any time outstanding such Lender’s Revolving Loan Commitment, which Revolving Loan Commitments, as of the lesser Closing Date, are set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments”; provided, however, that after giving effect to any Borrowing of (A) the Base Revolving Credit Commitments or, during the Availability PeriodLoans, the sum aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. (ii) Subject to the terms and conditions of this Agreement, each Existing Revolving Loan shall remain outstanding under this Agreement as a Revolving Loan. Existing Revolving Loans that were LIBOR Rate Loans under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Closing Date shall automatically be converted to Term SOFR Loans of such Class under this Agreement with an initial Interest Period as specified in the Notice of Borrowing delivered to the Agent on the Closing Date. Existing Revolving Loans that were Base Rate Loans immediately prior to the effectiveness of this Agreement on the Closing Date shall initially be Base Rate Loans under this Agreement. Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Loans may from time to time be Term SOFR Loans or Base Rate Loans, as then determined and computed, which may be availed of by the Borrower and notified to the Agent in its discretion from time accordance with Section 1.6. (iii) Subject to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the other terms and conditions hereof, amounts borrowed under this Section 1.1(b) may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthrepaid and re-borrowed from time to time. The maximum “Maximum Revolving Loan Balance” from time to time equals (i) the Aggregate Revolving Loan Commitment then in effect less (ii) the sum of (x) the aggregate amount of Letter of Credit Obligations plus (y) the Revolving Credit which each Bank agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum aggregate principal amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Swing Loans).

The Revolving Credit. Subject (a) Each Bank severally agrees, on the terms and conditions hereinafter set forth, to make Loans denominated in Dollars or in an Alternative Currency to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an amount such that (i) the aggregate principal amount of Loans by such Bank at any one time outstanding plus the aggregate amount of its Letter of Credit Liabilities at such time shall not exceed the amount of its Revolving Commitment, (ii) the Total Outstanding Amount shall not exceed the Aggregate Revolving Commitment and (iii) the Total Outstanding Amount denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Bank’s Revolving Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this ‎Section 2.01, prepay pursuant to ‎Section 2.06 and reborrow pursuant to this ‎Section 2.01. (b) The Revolving Termination Date may be extended on up to two occasions in the manner set forth in this subsection ‎(b) for a period of one year from the Revolving Termination Date then in effect. If the Company wishes to request an extension of the Revolving Termination Date then in effect, the Company shall give notice to that effect to the Administrative Agent not less than 45 nor more than 90 days prior to any anniversary of the Closing Date, whereupon the Administrative Agent shall promptly notify each of the Banks of such request. Each Bank will use its commercially reasonable efforts to respond to such request, whether affirmatively or negatively, as it may elect in its sole discretion, within 30 days of such notice to the Administrative Agent. Any Bank not responding to such request within such time period shall be deemed to have responded negatively to such request. The Company may request the Banks that do not elect to extend the Revolving Termination Date to assign their Commitments in their entirety to one or more Eligible Assignees pursuant to ‎Section 10.09 which Eligible Assignees will agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all If Banks having 50.1% or more of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum aggregate amount of the Revolving Credit which each Bank agrees Commitments (including such Eligible Assignees and excluding their respective transferor Banks) respond affirmatively, then, subject to extend receipt by the Administrative Agent of counterparts of an Extension Agreement in substantially the form of Exhibit F hereto duly completed and signed by the Company, the Administrative Agent and such Banks, the Revolving Termination Date shall be extended to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount first anniversary of the Revolving Credit which each Bank agrees Termination Date then in effect with respect to extend such Banks (but not with respect to Banks not so responding affirmatively). Any extension of the Borrower Revolving Termination Date pursuant to this subsection ‎(b) shall be as set forth opposite its name on subject to satisfaction of the applicable signature page hereof or as otherwise conditions set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” ‎Section 4.02(b) and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof‎Section 4.02(c). The obligations of the Banks hereunder are several and not joint, and no Bank any request for an extension by the Company hereunder shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from constitute a representation and warranty that such conditions are satisfied at the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment time of such Eurodollar Loans currently outstanding under the Original Credit Agreement) extension and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)thereto.

The Revolving Credit. (a) Subject to the terms and conditions hereofof this Agreement and so long as there exists no Default, at any time prior to the Banks agree to extend a revolving credit (the “Revolving Credit”) Credit Termination Date, each Lender, severally and not jointly, shall make such Advances to the Borrower as the Borrower may from time to time request, by notice to the Agent in accordance with Section 2.2(a), in an aggregate principal amount (i) if all outstanding Advances (excluding Letter of Credit Outstandings) is less than $1,500,000, (A) as to each Lender, not to exceed at any one time such Lender's Commitment Percentage of the Maximum Credit Amount, and (B) as to all Lenders, not to exceed the Maximum Credit Amount or (ii) if all outstanding Advances (excluding Letter of Credit Outstandings) equal or exceed $1,500,000, (A) as to each Lender, not to exceed at any time such Lender's Commitment Percentage of the lesser of (1) the Maximum Credit Amount and (2) 65% of Eligible Receivables, plus 20% of Eligible Finished Goods Inventory and (B) as to all Lenders, not to exceed the lesser of (A1) the Base Maximum Credit Amount, and (2) 65% of Eligible Receivables plus 20% of Eligible Finished Goods Inventory (the "Revolving Credit Commitments or, during the Availability Period, the sum Facility"). The outstanding principal amount of the Base Revolving Advances, together with all accrued interest and other fees and charges related thereto, shall be repaid in full on the Credit Commitments plus Termination Date. On the Seasonal Revolving Credit Commitments Closing Date the Borrower shall execute and (B) deliver to each Lender a Note to evidence the Available Borrowing Base Advances from time to time made by such Lender to the Borrower hereunder. Upon receipt of an affidavit of an officer of any Lender as then determined to the loss, theft, destruction or mutilation of a Note and, in the case of any such loss, theft, destruction or mutilation, upon execution by such Lender and computed, which may be availed the Borrower of an agreement upon terms reasonably satisfactory to such Lender and the Borrower indemnifying the Borrower against any loss incurred by the Borrower in its discretion connection with such loss, theft, destruction or mutilation and upon cancellation of such Note, Borrower will issue, in lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor. (b) Subject to the foregoing limitations and the provisions of Section 4.2, the Borrower shall have the right to make prepayments reducing the outstanding balance of Advances and to request further Advances, all in accordance with Section 2.2, without other restrictions hereunder; provided that the Lenders shall have the absolute right to refuse to make any Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such an Advance. (c) The Borrower may at any time and from time to time, upon not less than ten (10) Business Days' written notice to the Agent, elect to permanently reduce the Maximum Credit Amount without premium or penalty in whole or in part, provided that any partial reductions shall be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum a minimum amount of the Revolving Credit which each Bank agrees to extend to $500,000 and in integral multiples thereof, and provided, further, that any amounts so terminated may not be reinstated. In connection with any such reduction, the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant pay to the terms hereof). The maximum Agent, for the ratable accounts of the Lenders, the principal amount of the Revolving Credit which each Bank agrees to extend any outstanding Advances to the Borrower shall be extent required to reduce the aggregate outstanding principal balance thereof to no more than (i) the Maximum Credit Amount as set forth opposite its name so reduced, if all outstanding Advances (excluding Letter of Credit Outstandings) are less than $1,500,000 or (ii) the lesser of (a) the Maximum Credit Amount as so reduced and (b) 65% of Eligible Receivables plus 20% of Eligible Finished Goods Inventory, if all outstanding Advances (excluding Letter of Credit Outstandings) equal or exceed $1,500,000, together with all accrued but unpaid interest on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant such prepaid amounts to the terms hereof). The obligations date of the Banks hereunder are several and not jointprepayment, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement other amounts payable with respect toto such prepaid amounts, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)if any.

The Revolving Credit. (a) Subject to the terms and conditions hereofof this Agreement and so long as there exists no Default, the Banks agree to extend a revolving credit (the “Revolving Credit”) at any time prior to the Borrower Revolving Credit Termination Date, each Lender, severally and not jointly, shall make such Revolving Credit Advances to the Borrowers as the Borrowers may from time to time request, by notice to the Agent in accordance with Section 2.2, in an aggregate principal amount (i) as to each Lender, not to exceed at any one time outstanding such Lender's Commitment Percentage of the Maximum Revolving Credit Amount, and (ii) as to all Lenders, not to exceed the lesser of (A) the Base Maximum Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and Amount minus (B) the Available Borrowing Base as then determined and computed, which may amount available to be availed drawn under all Letters of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination DateCredit. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forth. The maximum outstanding principal amount of the Revolving Credit which Advances, together with all accrued interest and other fees and charges related thereto, shall be repaid in full on the Revolving Credit Termination Date. On the Closing Date, the Borrowers, jointly and severally, shall execute and deliver to each Bank agrees Lender a Revolving Credit Note to extend evidence the Revolving Credit Advances from time to time made by such Lender to the Borrower hereunder. (b) Subject to the foregoing limitations and the provisions of Section 4.2, the Borrowers shall be such Bank’s Base have the right to make prepayments reducing the outstanding balance of Revolving Credit Commitment plusAdvances and to request further Revolving Credit Advances, all in accordance with Section 2.2, without other restrictions hereunder; provided that the Lenders shall have the absolute right to refuse to make any Revolving Credit Advances for so long as there exists any Default or any other condition which would constitute a Default upon the making of such a Revolving Credit Advance. (c) Notwithstanding anything to the contrary contained herein or in any of the Security Documents, upon the occurrence and during the Availability Periodcontinuance of any Event of Default, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant Tweeter and its Subsidiaries will hold in trust for the Agent all checks, drafts, cash and other remittances that are proceeds of the Collateral and will deliver the same to the terms hereof)Agent in the form received, together with the proper endorsement thereon. The maximum amount Agent will credit all such payments (conditional upon final collection) against interest accrued on or principal of the Revolving Credit Advances outstanding hereunder. The order and method of application shall be in the Agent's sole discretion and proceeds which each Bank agrees in the Agent's discretion are not so applied shall be credited to extend Tweeter's deposit accounts with the Agent. So long as any Default exists, the Agent will at all times have the right to require Tweeter and its Subsidiaries to enter into one or more blocked account and lockbox arrangements with the Agent for the collection of such remittances and payments. (d) Notwithstanding anything to the Borrower shall be as set forth opposite contrary contained herein or in any of the Security Documents, the Agent may (i) at any time, in its own name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant name of others, communicate with account debtors in order to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant verify with them, to the Agent's satisfaction, the existence, amount and terms hereof). The obligations of any Accounts Receivable and the Banks hereunder are several absence of any reductions, discounts, defenses or offsets with respect thereto, provided, however, that prior to the occurrence of an Event of Default, the Agent shall communicate with such account debtors only in the name of others and not jointin its own name and (ii) so long as any Default exists, notify account debtors that Collateral has been assigned to the Agent and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans that payments by such debtors shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party directly to the Original Credit Agreement agrees to waive Agent. At the Agent's request, so long as any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect toDefault exists, Tweeter and only with respect to, the prepayment its Subsidiaries will notify any or all such debtors of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafterassignment, subject give instructions and/or indicate on billings to the terms and conditions hereof, there such debtors that their Accounts Receivable shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)paix xx xxx Agent.

The Revolving Credit. (a) Subject to the terms and conditions hereof, the Banks agree to extend a revolving credit (the “Revolving Credit”) to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, the Banks agree, severally and not jointly, to extend a Revolving Credit to the Company which may be utilized by the Borrower Company in the form of Domestic Rate Loans or Eurodollar loans (individually a “Revolving Credit Loan” and collectively the “Revolving Credit Loans”), all and L/Cs (as more fully hereinafter set forthdefined). The maximum aggregate principal amount of all Revolving Credit Loans under the Revolving Credit which each Bank agrees to extend to plus the Borrower aggregate principal amount of all Bid Loans (as hereinafter defined) outstanding under this Agreement plus the amount available for drawing under all L/Cs and the aggregate principal amount of all unpaid Reimbursement Obligations (as hereinafter defined) at any time outstanding shall be such Bank’s Base Revolving Credit Commitment plus, during not exceed the Availability Period, such Bank’s Seasonal lesser of (i) the sum of the Banks’ Revolving Credit Commitments (as hereinafter defined) in effect from time to time during the term of this Agreement (as hereinafter defined) or (ii) the Borrowing Base as determined on the basis of the most recent Borrowing Base Certificate. The Revolving Credit shall be available to the Company, and may be availed of by the Company from time to time, be repaid (subject to the restrictions on prepayment set forth herein) and used again, during the period from the date hereof to and including April 7, 2009 (the “Termination Date”). (b) At any reductions thereof time not earlier than 120 days prior to, nor later than 60 days prior to, the date that is two years before the Termination Date then in effect (the “Anniversary Date”), the Company may request that the Banks extend the then scheduled Termination Date to the date one year from such Termination Date. If such request is made by the Company each Bank shall inform the Agent of its willingness to extend the Termination Date no later than 20 days prior to such Anniversary Date. Any Bank’s failure to respond by such date shall indicate its unwillingness to agree to such requested extension, and all Banks must approve any requested extension. At any time more than 15 days before such Anniversary Date the Banks may propose, by written notice to the Company, an extension of this Agreement to such later date on such terms and conditions as the Banks may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions proposed by the Banks, the Company shall notify the Banks of its acceptance of such terms and conditions no later than the Anniversary Date, and such later date will become the Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Banks’ notice proposing the extension of this Agreement upon the Agent’s receipt of (i) an amendment to this Agreement signed by the Company and all of the Banks, (ii) resolutions of the Company’s Board of Directors authorizing such extension and (iii) an opinion of counsel to the Company equivalent in form and substance to the form of opinion attached hereto as Exhibit E and otherwise acceptable to the Banks. (c) The respective Revolving Credit Commitment which each Bank by its acceptance hereof severally agrees to make available to the Company is set forth opposite such Bank’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof). The maximum Each Bank’s Revolving Credit Commitment shall be reduced from time to time by the aggregate outstanding principal amount of all Bid Loans made by such Bank, and shall be increased (but in no event above the amount set forth on Schedule 1 attached hereto for each Bank) by the aggregate principal amount of each principal repayment of such Bid Loans made from time to time. (d) Loans under the Revolving Credit which each Bank agrees to extend to may be Eurodollar Loans or Domestic Rate Loans. All Loans under the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans Revolving Credit shall be made ratably from the Banks each Bank in proportion to their its respective CommitmentsRevolving Credit Commitment, as adjusted from time to time to reflect outstanding Bid Loans. On Each Domestic Rate Loan shall be in an amount not less than $3,000,000 or such greater amount which is an integral multiple of $500,000 and each Eurodollar Loan shall be in an amount not less than $3,000,000 or such greater amount which is an integral multiple of $1,000,000. Without the Effective DateAgent’s consent, the Borrower hereby promises to prepay all there shall not be more than ten (10) Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive hereunder at any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)one time.

The Revolving Credit. Subject to the terms and conditions hereof, the Banks agree each Lender severally agrees to extend a revolving credit (the “"Revolving Credit”") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, Company which may be availed of by the Borrower in its discretion Company from time to time, be repaid time during the period from and used again, including the date hereof to but not including the Revolving Credit Termination Date. The Revolving Credit, subject to all at which time the commitments of the terms and conditions hereof, may be utilized by Lenders to extend credit under the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthRevolving Credit shall expire. The maximum amount of the Revolving Credit which each Bank Lender agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower Company shall be as set forth opposite its name on such Lender's signature hereto under the applicable signature page hereof heading "Revolving Credit Commitment" or as otherwise set forth provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the relevant Assignment Agreement delivered pursuant form of Revolving Loans and Letters of Credit, all as more fully hereinafter set forth, provided that (i) the aggregate Original Dollar Amount of Loans (whether Revolving Loans or Swing Loans) and Letters of Credit outstanding at any one time shall not exceed the lesser of (x) the Revolving Credit Commitments and (y) the Borrowing Base as determined on the most recent Borrowing Base Certificate and (ii) the aggregate Original Dollar Amount of Revolving Loans and Letters of Credit and denominated in Alternative Currencies shall not exceed $15,000,000. During the period from and including the date hereof to Section 12.9 hereof (its “Commitment” but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and cumulatively reborrowing Revolving Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all the Banks the “Commitments”) (subject to any reductions thereof pursuant to in accordance with the terms hereof)and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit Commitments is necessary, the Original Dollar Amount of Loans (whether Revolving Loans or Swing Loans) outstanding and Letters of Credit shall be deemed to utilize the Revolving Credit Commitments. The obligations of the Banks Lenders hereunder are several and not joint, and no Bank Lender shall under any circumstances be obligated to extend credit hereunder in excess of its Revolving Credit Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).

The Revolving Credit. Subject to Each Bank severally agrees, on the terms and conditions hereofset forth herein, the Banks agree to extend a revolving credit (the “Revolving Credit”) make loans to the Borrower denominated in U.S. Dollars or Canadian dollars (each such loan, a "REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal amount at any one time outstanding U.S. Dollar Equivalent Amount not to exceed at any time outstanding (together with such Bank's Pro Rata Share of the lesser then Effective Amount of (Aall L/C Obligations and of all Swingline Loans then unpaid) the Base Revolving Credit Commitments or, during amount set forth in respect of such Bank on SCHEDULE 2.1 (such amount as the Availability Periodsame may be reduced under Section 2.8 or as a result of one or more assignments under Section 11.8, the sum Bank's "REVOLVING COMMITMENT"); PROVIDED, HOWEVER, that, after giving effect to any Committed Borrowing of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, which may be availed of by the Borrower in its discretion from time to time, be repaid and used again, to but not including the Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, may be utilized by the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, the Effective Amount of all as more fully hereinafter set forth. The maximum amount Revolving Loans, L/C Obligations, Swingline Loans and Bid Loans together shall not at any time exceed the Aggregate Revolving Commitment; PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Bank plus the participation of such 1. The Borrower understands and agrees that the Existing Facility shall terminate, without necessity of further act of the parties, upon execution of this Agreement by the Borrower. The Borrower confirms and acknowledges its obligations to pay to BofA on the Closing Date all amounts outstanding under the Existing Facility, and the Borrower covenants and each other party hereto acknowledges and agrees that the proceeds of the initial borrowings under this Agreement shall be used to pay all principal and accrued interest (if any) and all other amounts outstanding under the Existing Facility. The parties hereto further acknowledge and agree that upon each voluntary reduction or termination by Supremex of the "Commitments" (as such term is defined in the Supremex Credit which Agreement), the reduced or terminated portion of the "Commitment" (as so defined) of each Bank agrees party thereto shall be allocated to extend and become a part of, and shall result in an increase by like amount of, such Bank's Revolving Commitment hereunder, without necessity of further act of the parties hereto. Such adjustment of the Revolving Commitment of each Bank hereunder shall be effective immediately upon or concurrently with such voluntary reduction or termination by Supremex of the "Commitments" under the Supremex Credit Agreement. The Administrative Agent shall thereafter promptly provide to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower shall be as set forth opposite its name on the applicable signature page hereof or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof (its “Commitment” and cumulatively for all the Banks the “Commitments”) (subject to any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to copy of a new SCHEDULE 2.1 which shall set forth the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 adjusted Revolving Commitment of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that each Bank after giving effect thereto to such voluntary reduction or termination of the Banks each hold their ratable share "Commitments" under the Supremex Credit Agreement. Such new SCHEDULE 2.1 shall replace and supersede the SCHEDULE 2.1 then in effect and shall become a part of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)this Agreement without necessity of further act of the parties hereto.

The Revolving Credit. Subject to the terms and conditions hereof, the Banks agree each Lender severally agrees to extend a revolving credit (the “"Revolving Credit”") to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, Company which may be availed of by the Borrower in its discretion Company from time to time, be repaid time during the period from and used again, including the date hereof to but not including the Revolving Credit Termination Date. The Revolving Credit, subject to all at which time the commitments of the terms and conditions hereof, may be utilized by Lenders to extend credit under the Borrower in the form of Domestic Rate Loans or Eurodollar Loans, all as more fully hereinafter set forthRevolving Credit shall expire. The maximum amount of the Revolving Credit which each Bank Lender agrees to extend to the Borrower shall be such Bank’s Base Revolving Credit Commitment plus, during the Availability Period, such Bank’s Seasonal Revolving Credit Commitments (subject to any reductions thereof pursuant to the terms hereof). The maximum amount of the Revolving Credit which each Bank agrees to extend to the Borrower Company shall be as set forth opposite its name on such Lender's signature hereto under the applicable signature page hereof heading "Revolving Credit Commitment" or as otherwise set forth provided in Section 11.10 hereof, as such amount may be reduced pursuant hereto. The Revolving Credit may be utilized by the Company in the relevant Assignment Agreement delivered pursuant form of Loans and Letters of Credit, all as more fully hereinafter set forth, provided that the aggregate principal amount of Loans under the Revolving Credit and Letters of Credit outstanding at any one time shall not exceed the Revolving Credit Commitments. During the period from and including the date hereof to Section 12.9 hereof (its “Commitment” but not including the Revolving Credit Termination Date, the Company may use the Revolving Credit Commitments by borrowing, repaying and cumulatively reborrowing Loans in whole or in part and/or by having the Agent issue Letters of Credit, having such Letters of Credit expire or otherwise terminate without having been drawn upon or, if drawn upon, reimbursing the Agent for each such drawing, and having the Agent issue new Letters of Credit, all the Banks the “Commitments”) (subject to any reductions thereof pursuant to in accordance with the terms hereof)and conditions of this Agreement. For purposes of this Agreement, where a determination of the unused or available amount of the Revolving Credit Commitments is necessary, the Loans outstanding under the Revolving Credit and Letters of Credit shall be deemed to utilize the Revolving Credit Commitments. The obligations of the Banks Lenders hereunder are several and not joint, and no Bank Lender shall under any circumstances be obligated to extend credit hereunder under the Revolving Credit in excess of its Revolving Credit Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect to, and only with respect to, the prepayment of such Eurodollar Loans currently outstanding under the Original Credit Agreement) and thereafter, subject to the terms and conditions hereof, there shall be such nonratable Borrowings of Loans and repayments thereof as shall be necessary so that after giving effect thereto the Banks each hold their ratable share of all Loans then outstanding in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans).

The Revolving Credit. (a) Subject to all of the terms and conditions hereof, the Banks agree Bank agrees to extend a revolving credit (the “Revolving Credit”) Credit to the Borrower in an aggregate principal amount at any one time outstanding not to exceed the lesser of (A) the Base Revolving Credit Commitments or, during the Availability Period, the sum of the Base Revolving Credit Commitments plus the Seasonal Revolving Credit Commitments and (B) the Available Borrowing Base as then determined and computed, Company which may be availed of by the Borrower Company in its discretion from time to time, be repaid and used again, during the period from the date hereof to but not and including the Revolving Credit Termination Date. The Revolving Credit, subject to all of the terms and conditions hereof, Credit may be utilized by the Borrower Company in the form of Domestic Rate Loans or Eurodollar loans (individually a "Revolving Credit Loan" and collectively the "Revolving Credit Loans") and L/Cs (as hereinafter defined), all as more fully hereinafter set forth. The maximum provided that the aggregate amount of the Revolving Credit which each Bank agrees Loans and Reimbursement Obligations (as hereinafter defined) and the maximum amount available to extend be drawn under all L/Cs outstanding at any one time shall not exceed $75,000,000 (the "Revolving Credit Commitment"). Each Revolving Credit Loan shall be in a minimum amount of $100,000 or any greater amount that is an integral multiple of $50,000. All Revolving Credit Loans shall be evidenced by a Revolving Credit Note of the Company (the "Revolving Credit Note") payable to the Borrower shall be such Bank’s Base order of the Bank in the amount of its Revolving Credit Commitment plus, during the Availability PeriodCommitment, such Bank’s Seasonal Revolving Credit Commitments (subject Note to any reductions thereof pursuant be in the form attached hereto as Exhibit A. Without regard to the terms hereof). The maximum face principal amount of the Revolving Credit which each Bank agrees to extend to Note, the Borrower actual principal amount at any time outstanding and owing by the Company on account thereof during the period ending on the Revolving Credit Termination Date shall be as set forth opposite its name on the applicable signature page hereof sum of all advances then or as otherwise set forth in the relevant Assignment Agreement delivered pursuant to Section 12.9 hereof theretofore made thereon less all principal payments actually received thereon during such period. (its “Commitment” and cumulatively for all the Banks the “Commitments”b) (subject to At any reductions thereof pursuant to the terms hereof). The obligations of the Banks hereunder are several and time not joint, and no Bank shall under any circumstances be obligated to extend credit hereunder in excess of its Commitment. Each Borrowing of Loans shall be made ratably from the Banks in proportion to their respective Commitments. On the Effective Date, the Borrower hereby promises to prepay all Eurodollar Loans outstanding under the Original Credit Agreement (and each Bank currently a party to the Original Credit Agreement agrees to waive any compensation otherwise required by Section 2.10 of the Original Credit Agreement with respect earlier than 16 months prior to, and only with respect nor later than 15 months prior to, the prepayment Revolving Credit Termination Date then in effect, the Company may request that the Bank extend such Revolving Credit Termination Date to the date one year from such Revolving Credit Termination Date. At any time more than 30 days before such Revolving Credit Termination Date the Bank may propose, by written notice to the Company, an extension of this Agreement to such Eurodollar Loans currently outstanding under later date on such terms and conditions as the Original Credit Agreement) and thereafter, subject Bank may then require. If the extension of this Agreement to such later date is acceptable to the Company on the terms and conditions hereofproposed by the Bank, there the Company shall notify the Bank of its acceptance no sooner than 30 days and no later than 15 days before the Revolving Credit Termination Date, and such later date will become the Revolving Credit Termination Date hereunder and this Agreement shall otherwise be amended in the manner described in the Bank's notice proposing the extension of this Agreement upon the Bank's receipt of (i) an amendment to this Agreement signed by the Company and the Bank, (ii) resolutions of the Company's Board of Directors authorizing such nonratable Borrowings extension and (iii) an opinion of Loans counsel to the Company equivalent in form and repayments thereof substance to the form of opinion attached hereto as shall be necessary so that after giving effect thereto Exhibit D and otherwise acceptable to the Banks each hold their ratable share of all Loans then outstanding Banks. The Bank may further offer to extend the Revolving Credit Termination Date before any such later scheduled Revolving Credit Termination Date in proportion to their respective Commitments (which Loans shall initially constitute Domestic Rate Loans)the same manner as set forth above for the initial Revolving Credit Termination Date.