Common use of Working Capital Loans Clause in Contracts

Working Capital Loans. Each Working Capital Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. Each Working Capital Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii2.1A(vii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. Each Subject to the terms and conditions hereof, each Bank having a Working Capital Lender Loan Commitment severally agrees, subject agrees to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to be outstanding from time to time, to lend make working capital loans ("WORKING CAPITAL LOANS") to Company from time to time during the period from Working Capital Loan Commitment Period; provided that the Closing Date aggregate outstanding principal balances of the Working Capital Loans made by each such Bank shall not exceed an amount which is equal to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of such Bank set forth on Schedule 2.1. On the Effective Date, all Working Capital Loans outstanding under the Existing Loan Agreement (the "EXISTING WORKING CAPITAL LOANS") shall be converted into Working Capital Loans hereunder, it being understood that no repayment of the aggregate amount Existing Working Capital Loans is being effected hereby, but merely an amendment and restatement in accordance with the terms hereof. Subject to the terms and conditions hereof, amounts prepaid or repaid on account of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments Loans may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on reborrowed during the Working Capital Loan Commitment Termination Date and all Period. All Working Capital Loans and all shall be made by Banks simultaneously, it being understood that no Bank shall be responsible for any default by any other amounts owed hereunder with respect Bank in the other Bank's obligations to the make Working Capital Loans and the Working Capital Loan Commitments hereunder nor shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At of any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then Bank be increased as a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each result of the Lenders default by any other Bank in that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit Bank's obligation to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding make Working Capital Loans and participations hereunder. The default by any Bank in outstanding Letters of Credit so as its obligations to cause the amount of such make Working Capital Loans and participations in Letters of Credit held by each Lender shall not excuse any other Bank from its obligations to conform to the respective percentages of the applicable make Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effectLoans.

Working Capital Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Working Capital Loans to the Borrower from time to time from the Closing Date to, but not including, the Termination Date as requested by the Borrower in accordance with the terms of Section 4.01; provided, that (i) the ------------ -------- aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested and the application of the proceeds thereof) shall not exceed the Working Capital Commitment less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (ii) the aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested) shall not exceed the Borrowing Base less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (iii) the principal amount of outstanding Working Capital Loans from any Lender to the Borrower shall not at any time exceed such Lender's Working Capital Commitment less such Lender's ---- Commitment Percentage of L/C Obligations and outstanding Swingline Loans; and (iv) the principal amount of all Lenders' Extensions of Credit (after giving effect to any amount requested and the application of the proceeds thereof) shall not at any time exceed the Aggregate Commitment. Each Working Capital Loan by a Lender severally agrees, subject shall be in a principal amount equal to such Lender's Commitment Percentage of the limitations set forth below with respect to the maximum aggregate principal amount of Working Capital Loans permitted requested on such occasion. Subject to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreementhereof, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Borrower may borrow, repay and reborrow Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effectLoans.

Working Capital Loans. The Working Capital Loans shall be evidenced by, and repaid with interest in accordance with, a promissory note ("Working Capital Loan Note") of Borrower in substantially the form of Exhibit C hereto duly completed, in the principal amount equal to Five Million Dollars ($5,000,000), payable to CIT-BC for the account of its Applicable Lending Office, and dated the Closing Date. In the event there shall be an assignment by CIT-BC or an Assignee of its interest in a Working Capital Loan Note in accordance with the provisions hereof, Borrower shall, upon surrender of such Note, issue to each of CIT-BC, or such Assignee and its Assignee a new Working Capital Loan Note in a principal amount equal to its respective Working Capital Loan Commitment (after giving effect to such assignment). Each Working Capital Lender severally agrees, subject is hereby authorized by the Borrower to endorse on the limitations set forth below with respect schedule attached to the maximum amount of Working Capital Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate Notes held by it the amount not exceeding its Pro Rata Share of each Working Capital Loan evidenced thereby, the aggregate amount date on which each Loan is made, the Type of the Working Capital Loan Commitments to be used and each renewal, conversion, continuation and payment of principal amount received by such Lender for the purposes identified in subsection 2.5B. The original amount account of each its Applicable Lending Office on account of such Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and Loans, which endorsement shall, in the aggregate original amount absence of manifest error, be conclusive as to the outstanding balance of the Working Capital Loans made by such Working Capital Lender and evidenced by such Working Capital Loan Commitments is $25,000,000Note; PROVIDED provided, however, that the failure to make such notation with respect to any such Working Capital Loan or renewal, conversion, continuation or payment shall not limit or otherwise affect the obligations of the Borrower under this Agreement or the Working Capital Loan Commitments of Note held by such Working Capital Lender. Principal on the Working Capital Lenders Loans shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); due and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire payable on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. Each Working Capital Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Working Capital Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii2.1A(vii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED provided that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreement, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effect.

Working Capital Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make Working Capital Loans to the Borrower from time to time from the Closing Date to, but not including, the Termination Date as requested by the Borrower in accordance with the terms of Section 4.01; provided, that (i) the ------------ -------- aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested and the application of the proceeds thereof) shall not exceed the Working Capital Commitment less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (ii) the aggregate principal amount of all outstanding Working Capital Loans (after giving effect to any amount requested) shall not exceed the Borrowing Base less the sum of all ---- outstanding Swingline Loans and L/C Obligations; (iii) the principal amount of outstanding Working Capital Loans from any Lender to the Borrower shall not at any time exceed such Lender's Working Capital Commitment less such Lender's ---- Commitment Percentage of L/C Obligations and outstanding Swingline Loans; and (iv) the principal amount of all Lenders' Extensions of Credit (after giving effect to any amount requested and the application of the proceeds thereof) shall not at any time exceed the Aggregate Commitments. Each Working Capital Loan by a Lender severally agrees, subject shall be in a principal amount equal to such Lender's Commitment Percentage of the limitations set forth below with respect to the maximum aggregate principal amount of Working Capital Loans permitted requested on such occasion. Subject to be outstanding from time to time, to lend to Company from time to time during the period from the Closing Date to but excluding the Working Capital Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Working Capital Loan Commitments to be used for the purposes identified in subsection 2.5B. The original amount of each Working Capital Lender's Working Capital Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Working Capital Loan Commitments is $25,000,000; PROVIDED that the Working Capital Loan Commitments of the Working Capital Lenders shall be adjusted to give effect to any assignments of the Working Capital Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER the Working Capital Loan Commitments may be increased pursuant to the immediately succeeding paragraph of this subsection 2.1A(iii); and PROVIDED STILL FURTHER that the amount of the Working Capital Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4B(ii). Each Working Capital Lender's Working Capital Loan Commitment shall expire on the Working Capital Loan Commitment Termination Date and all Working Capital Loans and all other amounts owed hereunder with respect to the Working Capital Loans and the Working Capital Loan Commitments shall be paid in full no later than that date; PROVIDED that each Working Capital Lender's Working Capital Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(iii) may be repaid and, at any time to but excluding the Working Capital Loan Commitment Termination Date, reborrowed. At any time that no Potential Event of Default or Event of Default has occurred and is continuing, the Company may, by notice to the Agents, request that, on the terms and subject to the conditions contained in this Agreementhereof, the Lenders and/or other financial institutions not then a party to this Agreement that are satisfactory to the Agents provide up to an aggregate amount of $20,000,000 in additional Borrower may borrow, repay and reborrow Working Capital Loan Commitments. Upon receipt of such notice, the Syndication Agent shall use all commercially reasonable efforts to arrange for the Lenders or other financial institutions to provide such additional Working Capital Loan Commitments; PROVIDED that the Syndication Agent will first offer each of the Lenders that then has a Pro Rata Share of any Working Capital Loan Commitments a pro rata portion (based upon the aggregate amount of the Working Capital Loan Commitments at such time) of any such additional Working Capital Loan Commitment. Alternatively, any Lender may commit to provide the full amount of the requested additional Working Capital Loan Commitments and then offer portions of such additional Working Capital Loan Commitments to the other Lenders or other financial institutions, subject to the proviso in the immediately preceding sentence. Nothing contained in this paragraph or otherwise in this Agreement is intended to commit any Lender or any Agent to provide any portion of any such additional Working Capital Loan Commitments. If and to the extent that any Lenders and/or other financial institutions agree, in their sole discretion, to provide any such additional Working Capital Loan Commitments, (i) the aggregate amount of the Working Capital Loan Commitments shall be increased by the amount of the additional Working Capital Loan Commitments agreed to be so provided, (ii) the Pro Rata Shares of the respective Lenders in respect of the Working Capital Loan Commitments shall be proportionally adjusted, (iii) at such time and in such manner as Company and the Syndication Agent shall agree (it being understood that Company and the Agents will use all commercially reasonable efforts to avoid the prepayment or assignment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period applicable thereto), the Lenders shall assign and assume outstanding Working Capital Loans and participations in outstanding Letters of Credit so as to cause the amount of such Working Capital Loans and participations in Letters of Credit held by each Lender to conform to the respective percentages of the applicable Working Capital Loan Commitments of the Lenders and (iv) Company shall execute and deliver any additional Notes or other amendments or modifications to this Agreement or any other Loan Document as the Agents may reasonably request. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Working Capital Loan Commitments at any time exceed the Working Capital Loan Commitments then in effectLoans.