Common use of Amounts and Terms of Commitments Clause in Contracts

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 and reborrow under this subsection 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make a single loan Advances to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") Borrower from time to time on any Business Day during the period from the Closing Date to the Revolving Termination DateDate (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, in an on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate principal Dollar Equivalent amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not to exceed at any time outstandingthe amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the principal amount Administrative Agent's share of Term Loans outstanding in favor funding for any Letter of such Bank Credit upon negotiation by the beneficiary thereof, shall not exceed at such time, any time the amount set forth on Schedule 2.01 opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result pursuant to the terms of one or more assignments under Section 11.08this Agreement, the being such Bank's "Revolving Commitment"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing, any Swing-Line Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at or any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency LoansIssuance, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Aggregate Commitment. Within the limits of each Bank's the Aggregate Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this subsection 2.01(b)borrow, prepay under Section 2.09 prepay, and reborrow under this subsection 2.01(b)reborrow.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company denominated in Dollars or in an Offshore Currency (each such loan, a "“Revolving Loan"”) from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Lender’s name on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.07 or as a result of one or more assignments under Section 11.08, the Bank's "such Lender’s “Commitment"”); provided, however, provided that, after giving effect to any Committed Borrowing of Revolving Loans, (a) the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and of all L/C Obligations, shall not exceed the Aggregate Commitment and (b) the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations and such Lender’s Pro Rata Share of the Effective Amount of any outstanding Swing Line Loans shall not at any time exceed the combined Commitmentssuch Lender’s Commitment; and provided further thatfurther, (i) that after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount sum of the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Revolving Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.01, prepay under Section 2.09 2.08 and reborrow under this subsection 2.01(b)Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on Subject to the terms and conditions set forth of this Agreement and in reliance upon the representations and warranties of each Loan Party contained herein, each Lender severally and not jointly agrees to make a single loan Loans to the Company Borrower (each such loanLoan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "“Revolving Loan"”) from time to time on any Business Day during the period from the Closing Date to through the Revolving Termination Credit Maturity Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on opposite such Lender’s name in Schedule 2.01 1.1 under the heading "Commitment" “Revolving Loan Commitments” (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 or increased from time to time in accordance with this Agreement, being referred to herein as a result of one or more assignments under Section 11.08, the Bank's "such Lender’s “Revolving Loan Commitment"”); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Maximum Revolving Loan Sublimit, Balance. Each Revolving Loan shall be comprised entirely of Canadian Prime Loans or CDOR Rate Loans as the Borrower may request from time to time. Any Protective Advance and (ii) any Swingline Loan shall be made in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank procedures set forth in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentSection 1.5. Within the limits of each Bank's Commitment, and subject Subject to the other terms and conditions hereof, the Borrowers may borrow amounts borrowed under this subsection 2.01(b)Section 1.1 may be repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be the lesser of: A. the Borrowing Base (as calculated pursuant to the Borrowing Base Certificate) in effect from time to time, prepay under and B. the Aggregate Revolving Loan Commitment then in effect, subject to the authority of the Administrative Agent, in its sole discretion, to make Protective Advances pursuant to Section 2.09 and reborrow under this subsection 2.01(b)1.5.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Borrower (each such loan, a "the “Revolving Loan"Loans”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" for such Lender (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "Lender’s “Revolving Loan Commitment"”); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Swing Line Loans and L/C Obligations, shall not at any time exceed the aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lender’s Revolving Loan Commitment. Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.06 and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions set forth herein, the Swing Line Bank, in reliance upon the agreements of the other Lenders set forth in Section 2.03(b), may, in its sole discretion make loans to the Borrower (the “Swing Line Loans”) from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed $15,000,000 (the “Swing Line Loan Maximum Amount”); provided, after giving effect to any Borrowing of Swing Line Loans, Bid the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Maximum Amount; and provided, further, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect aggregate Revolving Loan Commitment. Prior to any Borrowing of Offshore Currency Loansthe Swing Line Termination Date, the aggregate principal Dollar Equivalent amount of all Offshore Currency Borrower may use the Swing Line Loan Maximum Amount by borrowing, prepaying the Swing Line Loans shall not exceed the Offshore Currency Loan Sublimitin whole or in part, and (ii) reborrowing, all in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Swing Line Rate and reborrow under this subsection 2.01(b)shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" 2.1 (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.6 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing Borrowing, the sum of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitmentthe combined Commitments. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b2.1(a), pay or prepay under Section 2.09 2.7 or 2.8 and reborrow under this subsection 2.01(b2.1(a). (b) Subject to the terms and conditions hereof, the Swingline Bank severally agrees to make swingline loans (each such Loan, a "Swingline Loan") to the Company 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 not to exceed the Swingline Commitment, notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Loans made under Section 2.1(a) hereof, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a Swingline Loan under this Section 2.1(b), the sum of the Effective Amount of all outstanding Loans and the Effective Amount of all L/C Obligations shall not exceed the combined Commitments. As used herein, "Swingline Commitment" shall mean $20,000,000, as such amount may be reduced or terminated pursuant to Section 2.6. Additionally, no more than six Swingline Loans may be outstanding at any one time. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.1(b), prepay or pay pursuant to Section 2.7 or 2.8 and reborrow pursuant to this subsection 2.1(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving LoanTRANCHE A REVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date to the Tranche A Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule SCHEDULE 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "CommitmentTRANCHE A COMMITMENT"); providedPROVIDED, however, that, HOWEVER that after giving effect to any Committed Borrowing of Tranche A Revolving Loans, (i) the Effective Amount of all outstanding Tranche A Revolving Loans, Term Loans, Bid Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, Tranche A Commitments and (ii) the Effective Amount of the all outstanding Tranche A Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not at any time exceed such Bank's CommitmentTranche A Commitments. Within the limits of each Bank's Tranche A Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.01, prepay under Section 2.09 2.06 and reborrow under this subsection 2.01(bSection 2.01. (b) Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "TRANCHE B REVOLVING LOAN") from time to time on any Business Day during the period from April 30, 1997 to the Tranche A Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on SCHEDULE 2.01 (such amount as the same may be reduced under Section 2.05 or as a result of one or more assignments under Section 10.08, the Bank's "TRANCHE B COMMITMENT"); PROVIDED, HOWEVER, that after giving effect to any Borrowing of Tranche B Revolving Loans, (i) the Effective Amount of all outstanding Tranche B Revolving Loans shall not at any time exceed the combined Tranche B Commitments and (ii) the Effective Amount of the Tranche B Revolving Loans of any Bank shall not at any time exceed such Bank's Tranche B Commitment. Within the limits of each Bank's Tranche B Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01, prepay under Section 2.06 and reborrow under this Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth on Schedule 2.01 under opposite the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of name on the Term Commitment, signature pages hereto (as the same such signature pages are deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be reduced under Section 2.08 or as a result of one increased pursuant to Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") 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 aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company denominated in Dollars or in an Offshore Currency (each such loan, a "Revolving LoanREVOLVING 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Lender's name on Schedule SCHEDULE 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 SECTION 2.07 or as a result of one or more assignments under Section SECTION 11.08, the BankLender's "CommitmentCOMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and of all L/C Obligations Obligations, shall not at any time exceed the combined CommitmentsAggregate Commitment; PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations and such Lender's Pro Rata Share of any outstanding Swing Line Loans shall not at any time exceed such Lender's Commitment; and provided further thatPROVIDED, (i) FURTHER, that after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Effective Amount of all outstanding Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each BankRevolving Lender's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)SECTION 2.01, prepay under Section 2.09 SECTION 2.08 and reborrow under this subsection 2.01(b)SECTION 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from From time to time on any Business Day during the period from the Closing Amendment Effective Date to the Revolving Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forth, to (i) make loans in an aggregate principal Dollar Equivalent amount not Dollars and Offshore Currencies to exceed at any time outstandingeach Borrower (each such loan, together with a “Loan”) and (ii) participate in Letters of Credit denominated in Dollars or Offshore Currencies Issued for the principal amount account of Term Loans outstanding in favor a Borrower or another Permitted Letter of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment")Credit Account Party; provided, however, that, after giving effect to any Committed Borrowing of Revolving LoansLoans or any Issuance of, the Effective Amount or purchase of all outstanding Revolving Loansparticipations in, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, Letters of Credit: (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii1) the Effective Amount of the Revolving Loans and Term Loans of any Bank Lender (including, without limitation, participations of such Lender in Swing Line Loans) plus the participation of such Bank Lender in the Effective Amount of all L/C Obligations shall not exceed an aggregate amount at any time outstanding equal to the amount set forth opposite the Lender’s name in Schedule 2.01 hereto under the heading “Commitment” (such Bank's amount as the same may be reduced pursuant to Section 2.04 or as a result of one or more assignments pursuant to Section 11.08, the Lender’s “Commitment. ”); (2) the Effective Amount of all L/C Obligations relating to Commercial L/Cs and Financial Letters of Credit shall not exceed $100,000,000 in the aggregate at any time; (3) the Effective Amount of all L/C Obligations relating to Performance Letters of Credit shall not at any time exceed the Aggregate Commitment; (4) the Effective Amount of all Loans (whether denominated in Dollars or Offshore Currencies advanced on a pro rata basis by all of the Lenders, or as a Swing Line Loan advanced by the Swing Line Lender) shall not at any time exceed the Aggregate Commitment; (5) The Effective Amount of each Lender’s Loans (including, without limitation, such Lender’s participation in Swing Line Loans) shall not exceed such Lender’s Pro Rata Share of such amount; and (6) the Effective Amount of all Loans (including, without limitation, Swing Line Loans) and L/C Obligations shall not at any time exceed the Aggregate Commitment. (b) Within the limits of each Bank's Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrowers any Borrower may borrow Loans under this subsection 2.01(b)Section 2.01, request the Issuance of Letters of Credit under Section 3.02, prepay under pursuant to Section 2.09 2.05 and reborrow under Loans pursuant to this subsection 2.01(b)Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally --------------------------------- agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 under the heading "Commitment" ------------- (as such amount, together with Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such Bank's Pro Rata Share of the Term Commitment, as the same amount may be increased or reduced under Section 2.08 pursuant to Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or as a result of one or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing -------- ------- of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") 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 aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact -------------------- that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a Swingline -------- ------- Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies[Reserved]. (b) The Revolving Credit. Each Bank severally agrees, on . (i) Subject to the terms and conditions set forth of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make loans Loans to the Borrowers (each such loanLoan and each Incremental Revolving Loan (if any), a "“Revolving Loan"”) from time to time on any Business Day during the period from the Closing Date to through the Revolving Termination Final Availability Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstandingoutstanding such ▇▇▇▇▇▇’s Revolving Loan Commitment, together with which Revolving Loan Commitments, as of the principal amount of Term Loans outstanding in favor of such Bank at such timeClosing Date, the amount are set forth on Schedule 2.01 2.1(b) opposite such ▇▇▇▇▇▇’s name under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment")“Revolving Loan Commitments”; provided, however, provided that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans Total Loan Balance shall not exceed the Offshore Currency Maximum Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentCap. Within the limits of each Bank's Commitment, and subject Subject to the other terms and conditions hereof, the Borrowers may borrow amounts borrowed under this subsection 2.01(bSection 2.1(b) may be repaid and reborrowed from time to time. (ii) [Reserved]. (iii) [Reserved]. (iv) Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 3.2), prepay Agent is authorized by the Borrower Representative and the Revolving Lenders, from time to time in Agent’s Permitted Discretion (but shall have absolutely no obligation), to make Revolving Loans to the Borrower Representative, on behalf of all Lenders at any time that any condition precedent set forth in Section 3.2 has not been satisfied or waived, which Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the Aggregate Revolving Exposure (including such Protective Advance) to exceed the Consolidated Borrowing Base; provided that the aggregate amount of outstanding Protective Advances, plus the aggregate of all other Aggregate Revolving Exposure, shall not exceed the Aggregate Revolving Loan Commitments. Protective Advances may be made even if the conditions precedent set forth in Section 3.2 have not been satisfied or waived, and no Default or Event of Default shall result from the making of any Protective Advances solely as a result of any conditions precedent set forth in Section 3.2 not being satisfied in respect thereof. Each Protective Advance shall, for the avoidance of doubt, be secured by the Liens in favor of Agent in and to the Collateral and shall constitute Obligations hereunder. Furthermore, Required Lenders may prospectively revoke Agent’s ability to make or permit Protective Advances by written notice to Agent. Any such revocation must be in writing and shall become effective prospectively upon Agent’s receipt thereof. All Protective Advances shall constitute Base Rate Loans and shall bear interest at the Base Rate plus the Applicable Margin for Revolving Loans and the Default Rate under Section 2.09 and reborrow under this subsection 2.01(b2.3(c). The making of a Protective Advance on any one occasion shall not obligate Agent to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 3.2 have been satisfied or waived, Agent may request the Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, Agent may require the Lenders to fund their risk participations described in Section 2.1(b)(v). (v) Upon the making of a Protective Advance by Agent (whether before or after the occurrence of a Default), each Revolving Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Commitment Percentage. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Protective Advance purchased hereunder, Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Protective Advance.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company denominated in Dollars or in an Offshore Currency (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Lender's name on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.07 or as a result of one or more assignments under Section 11.08, the Banksuch Lender's "Commitment"); provided, however, provided that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and of all L/C Obligations Obligations, shall not at any time exceed the combined CommitmentsAggregate Commitment; provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Dollar Equivalent of the Effective Amount of all L/C Obligations and such Lender's Pro Rata Share of the Effective Amount of any outstanding Swing Line Loans shall not at any time exceed such Lender's Commitment; and provided further thatfurther, (i) that after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount sum of the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all outstanding Swing Line Loans denominated in Additional Offshore Currencies shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each BankRevolving Lender's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.01, prepay under Section 2.09 2.08 and reborrow under this subsection 2.01(b)Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving Syndicated 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 2.1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Syndicated Loans, the Effective Amount of all outstanding Revolving Syndicated Loans and Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000 and (2) shall not at any time exceed the Aggregate Commitment; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all Swingline Loans, Term Loansif any, Bid Loans and all L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.1, prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on in Schedule 2.01 2.1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.0810.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving LoansBorrowing, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined CommitmentsAggregate Commitment; and provided further thatfurther, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) that the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not at any time exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, until the Borrowers Revolving Termination Date, the Company may borrow under this subsection 2.01(b)Section 2.1, prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1. This amendment and restatement of the 1996 Amended and Restated Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Amended and Restated Credit Agreement or any of the "Loan Documents" (as defined therein)., which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans on a revolving credit basis to the Borrowers either Borrower (each such loan, a "“Revolving Loan"”) from time to time on any Business Day during the period from the Closing Date to to, but not including, the Revolving Credit Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, that (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the such Lender’s Revolving Loans and Term Loans plus such Lender’s Pro Rata Share of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations plus such Lender’s Pro Rata Share of the aggregate outstanding principal amount of all Swing Line Loans shall not exceed such Bank's Lender’s Commitment; (ii) after giving effect to any Borrowing, the Total Outstandings shall not exceed the Aggregate Commitment Amount; (iii) the aggregate principal Dollar Equivalent of all Revolving Loans and Swing Line Loans made to, and L/C Obligations of, B&S AG shall not exceed the B&S AG Sublimit; and (iv) Revolving Loans to B&S AG may only be made in Dollars or Euros. Within the limits of each Bank's Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this subsection 2.01(bSection 2.01, prepay pursuant to Section 2.08 and reborrow pursuant to this Section 2.01. (a) The Company may, at any time that B&S AG has no outstanding Loans, is not the account party with respect to any outstanding Letter of Credit and has paid all of its outstanding obligations hereunder (other than any contingent indemnification or similar obligation not yet due and payable), prepay under Section 2.09 and reborrow under this subsection 2.01(bterminate B&S AG’s status as a Borrower hereunder by written notice to the Administrative Agent (which shall promptly notify the Lenders of such termination). Thereafter, B&S AG may not become a Borrower hereunder without the consent of all Lenders.

Amounts and Terms of Commitments. 2.1 REVOLVING CREDIT COMMITMENTS. (a) The Term CreditTHE LENDERS' REVOLVING CREDIT COMMITMENTS. Each Bank severally agrees, on Subject to the terms and conditions set forth hereinhereof, each Specified Revolving Credit Lender severally agrees to make a single loan Specified Revolving Credit Loans to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") related Specified Borrower from time to time on any Business Day during the period from the Closing Date to the Specified Revolving Termination Date, Credit Commitment Period in an aggregate principal Dollar amount or Equivalent amount not to exceed Amount thereof in the relevant currency, if applicable, at any one time outstanding, together with the principal amount when added to such Specified Lender's Specified Revolving Credit Commitment Percentage of Term Loans all Specified Accommodation Outstandings and outstanding in favor of such Bank at such timeSpecified Swing Line Loans, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, thatnot to exceed, after giving effect to any Committed Borrowing the use of Revolving Loansthe proceeds thereof, the Effective Amount amount of all outstanding such Specified Lender's Specified Revolving LoansCredit Commitment; PROVIDED, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, that (i) the Specified Borrower shall not request and the Specified Revolving Credit Lender shall not make any Specified Revolving Credit Loan if, after giving effect to any Borrowing the making thereof, the Equivalent Amount of Offshore Currency the aggregate Revolving Credit Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Accommodation Outstandings and Swing Line Loans shall not would exceed the Offshore Currency Loan Sublimit, US Revolving Credit Commitments and (ii) neither the Effective English Borrower nor the Euro Borrower shall request and neither the English Revolving Credit Lenders nor the Euro Revolving Credit Lenders shall make any English Revolving Credit Loans or Euro Revolving Credit Loans, as the case may be, if, after giving effect to the making thereof, the Equivalent Amount of the aggregate of the English Revolving Credit Loans, the Accommodations issued by the English Issuing Lender for the account of the English Borrower, the Swing Line Loans made to the English Borrower and Term the Euro Revolving Credit Loans, in each case, then outstanding would exceed $20,000,000. During the Specified Revolving Credit Commitment Period, the Specified Borrower may use the Specified Revolving Credit Commitments by borrowing, prepaying the Specified Revolving Credit Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentwhole or in part, and subject to reborrowing, all in accordance with the other terms and conditions hereof. The Specified Revolving Credit Loans may from time to time be of any available Type, as determined by the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Specified Borrower and reborrow under this subsection 2.01(b)notified to the Specified Agent in accordance with subsections 2.2 and 2.10.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term ’s Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving LoansBorrowing, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's ’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(bSection 2.01(a), prepay under Section 2.09 2.06 and reborrow under this subsection 2.01(bSection 2.01(a). (b) The Company may, from time to time, but no more than twice in any fiscal year of the Company, upon at least 30 days’ notice to the Agent (which shall promptly provide a copy of such notice to the Banks), propose to increase the amount of the Banks’ Commitments by an aggregate amount not to exceed $25,000,000 for all such fiscal years, in minimum increments of either (x) $10,000,000 or any multiple of $5,000,000 in excess thereof or (y) the entire remaining amount of the increase permitted under this subsection (b) (in either case, the amount of any such increase, the “Proposed Increased Commitments”). Such notice shall set forth (i) the amount of the Proposed Increased Commitments being requested, and (ii) the date on which such Proposed Increased Commitments are requested to become effective. Each Bank party to this Agreement at the time of the delivery of such notice shall have the right (but no obligation), for a period of 15 days following receipt of such notice, to elect by notice to the Company and the Agent to increase its Commitment by an amount equal to up to that portion of the Proposed Increased Commitments which bears the same ratio to the Proposed Increased Commitments as such Bank’s Commitment immediately prior to the Commitment Increase Date bears to the aggregate Commitments immediately prior to the Commitment Increase Date (as to each Bank, its “Proportionate Amount”). (c) If any Bank party to this Agreement shall not elect to increase its Commitment pursuant to subsection (b) of this Section or shall elect to increase its Commitment for less than its Proportionate Amount, the Company may designate one or more financial institutions (which may be, but need not be, one or more of the existing Banks, but which shall be an Eligible Assignee), which at the time agree to (i) in the case of any such financial institution that is an existing Bank, increase its Commitment for all or a portion of the unsubscribed Proposed Increased Commitments, and (ii) in the case of any other such financial institution (an “Additional Bank”), become a party to this Agreement and make a Commitment for all or a portion of the unsubscribed Proposed Increased Commitments, provided that the Commitment of each such Additional Bank either (x) equals or exceeds $10,000,000 or (y) equals the entire unsubscribed amount of the Proposed Increased Commitments. The sum of the increases in the Commitments of the existing Banks pursuant to this subsection (c) plus the Commitments of the Additional Banks shall not in the aggregate exceed the unsubscribed amount of the Proposed Increased Commitments. (d) An increase in the aggregate amount of the Commitments pursuant to this Section 2.01 shall become effective upon the receipt by the Agent of the following: (i) a certificate signed by a Responsible Officer dated as of the date of such increase (the “Commitment Increase Date”) in form and substance satisfactory to the Agent stating that the following statements are true on such Commitment Increase Date, before and after giving effect to the increase in the commitments: (a) the representations and warranties of each Loan Party contained in Article V or in any other Loan Document are true and correct in all material respects on and as of such Commitment Increase Date, with the same effect as if made on and as of such Commitment Increase Date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date); provided that, if a representation and warranty is generally qualified as to materiality, with respect to such representation and warranty the applicable materiality qualifier set forth above shall be disregarded for purposes of this condition, and (b) no Default or Event of Default exists, or would result from such increase; and (ii) an agreement in form and substance reasonably satisfactory to the Agent signed by the Company, by each Additional Bank and by each other Bank whose Commitment is to be increased, setting forth the new Commitments of such Banks and Additional Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with such evidence of appropriate corporate authorization on the part of the Company with respect to the Proposed Increased Commitments and such opinions of counsel for the Company with respect to the Proposed Increased Commitments (which may be provided by in-house counsel of the Company; provided that opinions with respect to enforceability and regulations of the FRB shall be provided by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or a comparable outside counsel and, in each case, shall be consistent with those delivered on the Closing Date) as the Agent may reasonably request.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving Syndicated 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 2.1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Syndicated Loans, the Effective Amount of all outstanding Revolving Syndicated Loans and Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000; (2) shall not at any time exceed the Aggregate Commitment; and (3) shall not exceed the Borrowing Base; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all Swingline Loans, Term Loansif any, Bid Loans and all L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.1, prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on Subject to the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, agrees to make loans to the Borrowers in Dollars (each such loan, a "Revolving Loan") to the US Borrower from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Loan Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor Revolving Loan Commitment of such Bank at such timeLender; provided, however, that after giving effect to any Revolving Borrowing, (i) the amount set forth on Schedule 2.01 under Dollar Equivalent of the heading "Commitment" Outstanding Revolving Credit Obligations shall not exceed the combined Revolving Loan Commitments, and (such amount, together with such Bankii) no Revolving Lender's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Outstanding Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Credit Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such BankLender's Revolving Loan Commitment. Within the limits of each BankLender's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers US Borrower may borrow under this subsection Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. The Dutch Borrower shall not be permitted to borrow Revolving Loans and shall not be liable for Obligations incurred in connection with Loans made to the US Borrower. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in euro (each such loan, a "Offshore Currency Loan") to the Dutch Borrower from time to time on any Business Day during the period from the Amendment and Restatement Effectiveness Date to the Revolving Loan Termination Date, in an aggregate amount not to exceed at any time such Lender's Pro Rata Share of the Offshore Currency Sublimit; provided, however, that after giving effect to any Offshore Currency Borrowing, (i) the Dollar Equivalent of the Outstanding Revolving Credit Obligations shall not exceed the combined Revolving Loan Commitments, (ii) the Dollar Equivalent of the Outstanding Offshore Currency Obligations shall not exceed the Offshore Currency Sublimit and (iii) no Lender's Pro Rata Share of the Dollar Equivalent of the Outstanding Offshore Currency Obligations shall exceed such Lender's Pro Rata Share of the Offshore Currency Sublimit. Within the limits of each Lender's Pro Rata Share of the Offshore Currency Sublimit, and subject to the other terms and conditions hereof, the Dutch Borrower may borrow under this Section 2.01(b), prepay under Section 2.09 2.05, and reborrow under this subsection Section 2.01(b). Offshore Currency Loans must be Loans made in euro at the Offshore Currency Rate. (ii) Because the operations and business activities of the Borrowers are highly integrated and interdependent, at any particular time it is in the mutual best interest of the Administrative Agent, the Lenders and the Borrowers for the US Borrower, through a Responsible Officer, to deliver with respect to all Offshore Currency Loans (or either Borrower, as the Borrowers shall determine with respect to all Offshore Currency Swing Line Loans) all Requests for Credit Extensions, and to take all other action of a Responsible Officer in this Agreement or in any other Loan Document, on behalf of the Dutch Borrower. The Dutch Borrower hereby directs the Administrative Agent to disburse the proceeds of each Offshore Currency Loan as directed by the US Borrower through a Responsible Officer, and such distribution will, in all circumstances, be deemed to be made to the Dutch Borrower. The Dutch Borrower hereby irrevocably designates, appoints, authorizes and (except with respect to the Borrowing of Offshore Currency Swing Line Loans) directs the US Borrower (including each Responsible Officer) to act on behalf of such Borrower for the purposes set forth in this Section 2.01(b)(ii) and in Section 2.06, and to act on behalf of such Borrower for purposes of giving notice to the Administrative Agent and/or the Swing Line Lender of requests for Offshore Currency Borrowings or Offshore Swing Line Loans, conversions, continuations and for otherwise giving and receiving notices and certifications under this Agreement or any other Loan 30 Document, approving assignments by Lenders under Section 10.07 and otherwise for taking all other action contemplated to be taken by the Dutch Borrower (including each Responsible Officer) hereunder or under any other Loan Document. The Administrative Agent and/or the Swing Line Lender is entitled to rely and act on the instructions of the US Borrower, by and through any Responsible Officer, on behalf of each Borrower. The US Borrower shall maintain detailed accounting and records of all disbursements and payments made to the Dutch Borrower with respect to proceeds of Offshore Currency Loans. Notwithstanding any provision of this Section 2.01(b)(ii) to the contrary, (x) neither Revolving Borrowings, US Swing Line Loans, Negotiated Rate Loan Borrowings, nor Letters of Credit are available to the Dutch Borrower, and the US Borrower shall not have the authority to request on behalf of the Dutch Borrower Revolving Borrowings, US Swing Line Loans, Negotiated Rate Loan Borrowings or the issuance of Letters of Credit and (y) without limiting the authority conferred on the US Borrower in this subsection, the Dutch Borrower through its Responsible Officers may make requests for Credit Extensions under the Offshore Currency Swing Line.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally ------------------------------------ agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth on Schedule 2.01 under the heading "Commitment" (as such amount, together with Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such Bank's Pro Rata Share of the Term Commitment, as the same amount may be increased or reduced under Section 2.08 pursuant to Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or as a result of one or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during --------------- the period from the 364-Day Credit Agreement Termination Date to the Revolving Termination Date, in an aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), -------------------- notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a -------- ------- Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth on Schedule 2.01 under opposite the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of name on the Term Commitment, signature pages hereto (as the same such signature pages are deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be reduced under Section 2.08 or as a result of one increased pursuant to Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") to the Company from time to time on any Business Day during the period from the 364-Day Credit Agreement Termination Date to the Revolving Termination Date, in an aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of a Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Facility A Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving Facility A 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding (including both Facility A Loans and Facility B Loans) in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with next to such Bank's Pro Rata Share of the Term Commitment, name on Schedule 2.1 (such amount as the same may be reduced under Section 2.08 2.7 or 2.9 or as a result of one or more assignments under Section 11.0815.8, the Bank's "Facility A Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving LoansBorrowing, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans (including both Facility A Loans and L/C Obligations Facility B Loans) shall not at any time exceed the combined Facility A Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(bSection 2.1(a), prepay under Section 2.09 2.8 and reborrow under this subsection 2.01(bSection 2.1(a). (b) The Facility B Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to convert Facility A Loans into loans to the Company (each such loan, a "Facility B Loan") from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding, the amount set forth in Schedule 2.1 (such amount, as the same may be reduced under Section 2.7 or 2.9 or as a the result of one or more assignments under Section 15.8, the Bank's "Facility B Commitment"); provided, however, that, after giving effect to any Facility B Conversion, the aggregate principal amount of all outstanding Facility B Loans shall not at any time exceed the combined Maximum Facility B Commitments. Within the limits of each Bank's Facility B Commitment, and subject to the other terms and conditions hereof, the Company may convert under this Section 2.1(b), prepay under Section 2.8 and convert again under this Section 2.1(b). At no time shall any Bank's Facility B Commitment exceed its Pro Rata Share of the

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company or to the Mexican Borrower denominated in 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Lender's name on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08pursuant to the terms hereof, the BankLender's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the combined Commitments; Available Commitments or Available Commitment, respectively (and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank Lender plus such Revolving Lender's Pro Rata Share of the Effective Amount of all Canadian Revolving Loans plus the participation of such Bank Lender in the Effective Amount of all L/C Obligations shall not at any time exceed such BankLender's CommitmentAvailable Commitment as may be reduced pursuant to the terms hereof); provided further that, the Mexican Borrower shall only be permitted to make borrowings of Revolving Loans denominated in Dollars not exceeding the Mexican Subsidiary Loan Sublimit. Within the limits of each BankRevolving Lender's combined Available Commitments or Available Commitment, respectively, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b)Section 2.01, prepay under Section 2.09 2.07, and reborrow under this subsection 2.01(b)Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers any Borrower (each such loan, a "Revolving LoanREVOLVING LOAN") from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed (a) $20,000,000 at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" for all Borrowers (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 pursuant to SECTION 2.6 or as a result of one or more assignments under Section 11.08pursuant to SECTION 9.8, the Bank's "CommitmentCOMMITMENT"), (b) the Aggregate Commitment Sublimit at any time outstanding for the Foreign Borrowers, or (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto; providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount Loans or issuance of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing a Letter of Offshore Currency LoansCredit, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the outstanding Revolving Loans and Term Loans of any Bank plus the participation aggregate Dollar Equivalent amount of such Bank in the Effective Amount of all L/C outstanding LC Obligations shall not exceed such Bank's (a) the Commitment, (b) with respect to the Foreign Borrowers, the Aggregate Commitment Sublimit, (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto. Within the limits of each the Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this subsection 2.01(b)SECTION 2.1, prepay under Section 2.09 pursuant to SECTION 2.6 and reborrow under pursuant to this subsection 2.01(b)SECTION 2.1.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving CreditLoan Facility. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Term Loan Borrower (each such loan, a "Term Loan") from time to time on any Business Day during the period from the Closing Date to the Term Loan Commitment Termination Date, in an aggregate amount not to exceed such Bank's Pro Rata Share of the Term Loan Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Term Loan Borrower may not be reborrowed. (b) The Revolving Credit Facility. Each Bank severally agrees further, on the terms and conditions set forth herein, to make loans to one or more of the Revolving Loan Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Revolving Credit Commitment (such amount, together with the Bank's Pro Rata Share of the Term Loan Commitment, as the same may be reduced under Section 2.08 2.05 or Section 2.07 or modified as a result of one or more assignments under Section 11.0810.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Revolving Loan Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 2.06 and Section 2.07 and reborrow under this subsection 2.01(b). (c) The initial Pro Rata Share and initial Commitment of each of the Banks signatories hereto are set forth on Schedule 2.01 attached hereto.

Amounts and Terms of Commitments. (a) [Reserved]. (b) The Term Credit. Each Bank severally agrees, on Loan. (i) Subject to the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally agrees to make a single loan lend to the Company (each such loan, a "Term Loan") Borrowers on the Closing Date the amount set forth opposite such Lender’s name in a principal Schedule 2.01 under the heading “Term Loan Commitment” (such amount not being referred to exceed herein as such Bank's Pro Rata Share Lender’s “Term Loan Commitment”); provided, that after giving effect to the Term Loan Borrowing on the Closing Date, Outstanding Amount of the Term CommitmentLoan shall not exceed the Aggregate Term Loan Cap. Amounts borrowed under this Section 2.01(b)(i) are referred to as the initial “Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore CurrenciesLoan.” (bii) The Revolving Credit. Each Bank severally agrees, on Subject to the terms and conditions set forth herein, each Initial Delayed Draw Term Loan Lender severally agrees to make loans lend to the Borrowers Borrowers, on the first Business Day following the Closing Date or any Business Day thereafter until the Initial Delayed Draw Term Loan Commitment Expiration Date (each such loandate, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination an “Initial Delayed Draw Term Loan Funding Date”, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on opposite such Lender’s name in Schedule 2.01 under the heading "“Initial Delayed Draw Term Loan Commitment" ” (such amount, together with amount being referred to herein as such Bank's Pro Rata Share of the Lender’s “Initial Delayed Draw Term Loan Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"”); provided, however, that, that after giving effect to any Committed the Initial Delayed Draw Term Loan Borrowing of Revolving Loanson each Initial Delayed Draw Term Loan Funding Date, the Effective Outstanding Amount of all outstanding Revolving Loans, the Term Loans, Bid Loans Loan (including the amount of such Initial Delayed Draw Term Loan Borrowing and L/C Obligations any prior Delayed Draw Term Loan Borrowing) shall not at any time exceed the combined CommitmentsAggregate Term Loan Cap. Amounts borrowed under this Section 2.01(a)(ii) are referred to as an “Initial Delayed Draw Term Loan.” The Initial Delayed Draw Term Loan Commitment of each Initial Delayed Draw Term Loan Lender shall be reduced on each Initial Delayed Draw Term Loan Funding Date by the amount of such Initial Delayed Draw Term Borrowing; provided, that there shall be no more than five Initial Delayed Draw Term Loan Funding Dates. Once funded, an Initial Delayed Draw Term Loan shall become part of the initial Term Loan. Each of the parties hereto hereby agrees that Agent may, in consultation with Borrower, take any and provided further thatall actions as may be reasonably necessary to ensure that each Initial Delayed Draw Term Loan is included in the initial Term Loan. In addition, each scheduled amortization payment under Section 2.06 required to be made after the making of any Initial Delayed Draw Term Loan shall be ratably increased by the aggregate principal amount of such Initial Delayed Draw Term Loan for all Lenders on a pro rata basis to the extent necessary, including to avoid any reduction in the amortization payments to which the initial Term Lenders are entitled in respect of such Initial Delayed Draw Term Loan. To the extent any installment under Section 2.06 that is scheduled to be made in respect of the initial Term Loan on any day shall have been reduced or eliminated due to the application thereto of a prepayment prior to the date on which an Initial Delayed Draw Term Loan is funded, then notwithstanding the provisions of Section 2.12 hereof to the contrary, Lenders who hold such funded Initial Delayed Draw Term Loans on such day shall be entitled to receive the entire portion of each payment of, or application to, the installment with respect to such funded Initial Delayed Draw Term Loan scheduled to be made on such day; provided, that such payment shall be shared on a pro rata basis among the Lenders who hold such Initial Delayed Draw Term Loan and the Lenders who hold any Additional Delayed Draw Term Loan, if applicable. (iiii) Subject to the terms and conditions set forth herein, each Additional Delayed Draw Term Loan Lender severally agrees to lend to the Borrowers, on the first Business Day following the Closing Date or any Business Day thereafter until the Additional Delayed Draw Term Loan Commitment Expiration Date (each such date, an “Additional Delayed Draw Term Loan Funding Date”, an aggregate amount not to exceed the amount set forth opposite such Lender’s name in Schedule 2.01 under the heading “Additional Delayed Draw Term Loan Commitment” (such amount being referred to herein as such Lender’s “Additional Delayed Draw Term Loan Commitment”); provided, that after giving effect to any the Additional Delayed Draw Term Loan Borrowing of Offshore Currency Loanson each Additional Delayed Draw Term Loan Funding Date, the aggregate principal Dollar Equivalent Outstanding Amount of the Term Loan (including the amount of all Offshore Currency Loans such Additional Delayed Draw Term Loan Borrowing and any prior Delayed Draw Term Loan Borrowing) shall not exceed the Offshore Currency Aggregate Term Loan SublimitCap. Amounts borrowed under this Section 2.01(a)(ii) are referred to as an “Additional Delayed Draw Term Loan.” The Additional Delayed Draw Term Loan Commitment of each Additional Delayed Draw Term Loan Lender shall be reduced on the Additional Delayed Draw Term Loan Funding Date by the amount of such Additional Delayed Draw Term Borrowing; provided, and (ii) the Effective Amount that there shall be no more than four Additional Delayed Draw Term Loan Funding Dates. Once funded, an Additional Delayed Draw Term Loan shall become part of the Revolving Loans initial Term Loan. Each of the parties hereto hereby agrees that Agent may, in consultation with Borrower, take any and all actions as may be reasonably necessary to ensure that each Additional Delayed Draw Term Loan is included in the initial Term Loan. In addition, each scheduled amortization payment under Section 2.06 required to be made after the making of any Additional Delayed Draw Term Loan shall be ratably increased by the aggregate principal amount of such Additional Delayed Draw Term Loan for all Lenders on a pro rata basis to the extent necessary, including to avoid any reduction in the amortization payments to which the initial Term Lenders are entitled in respect of such Additional Delayed Draw Term Loan. To the extent any installment under Section 2.06 that is scheduled to be made in respect of the initial Term Loan on any day shall have been reduced or eliminated due to the application thereto of a prepayment prior to the date on which an Additional Delayed Draw Term Loan is funded, then notwithstanding the provisions of Section 2.12 hereof to the contrary, Lenders who hold such funded Additional Delayed Draw Term Loans of any Bank plus on such day shall be entitled to receive the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits entire portion of each Bank's Commitmentpayment of, and subject to the other terms and conditions hereofor application to, the Borrowers installment with respect to such funded Additional Delayed Draw Term Loan scheduled to be made on such day; provided, that such payment shall be shared on a pro rata basis among the Lenders who hold such Additional Delayed Draw Term Loan and the Lenders who hold any Initial Delayed Draw Term Loan, if applicable. Amounts borrowed as a Term Loan which are repaid or prepaid may borrow under this subsection 2.01(b), prepay under Section 2.09 and reborrow under this subsection 2.01(b)not be reborrowed.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank Lender severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make a single loan Loans to the Company (each such loanLoan, a "Term “Revolving Loan"”) on and to participate (pursuant to Section 2.15) in the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share Letters of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid Credit issued by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available inIssuer, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on opposite such Lender’s name in Schedule 2.01 2.1 under the heading "“Commitment" ” (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same (a) may be reduced under from time to time (in accordance with such Lender’s Commitment Percentage) pursuant to Section 2.08 2.5 or (b) may be reduced from time to time, as a result of one or more assignments under pursuant to Section 11.0810.8, the Bank's "is hereafter referred to as such Lender’s “Commitment"”); provided, however, that, after giving effect to any Committed Revolving Borrowing or issuance of Revolving Loansany Letter of Credit, (i) the Effective Amount sum of the aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent outstanding amount of all Offshore Currency Swing Line Loans and the LC Amount, shall not exceed the Offshore Currency Revolving Loan Sublimit, Maximum Amount at such time and (ii) the Effective Amount sum of the aggregate principal amount of all outstanding Revolving Loans and Term Loans of any Bank Lender, plus such Lender’s Commitment Percentage of the participation of LC Amount, plus such Bank in the Effective Amount Lender’s Commitment Percentage of all L/C Obligations outstanding Swing Line Loans, shall not exceed such Bank's Lender’s Commitment. Within the limits of each Bank's Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)2.1, prepay under pursuant to Section 2.09 2.6 and reborrow under pursuant to this subsection 2.01(b)2.1. No Lender shall be obligated to make available its Commitment Percentage of any Revolving Loans during the existence of any Event of Default or a Default.

Amounts and Terms of Commitments. (a) The Term Acquisition Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan loans to the Company Borrowers (each such loan, a an "Term Acquisition Loan") from time to time on any Business Day during the Closing period from the Restatement Effective Date to the Acquisition Loan Termination Date in a an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank's Pro Rata Share name on Schedule 2.1 (such amount as the same may be reduced under Section 2.5 or Section 2.7 or as reduced or increased as a result of one or more assignments under Section 11.9, the Bank's "Acquisition Commitment"); provided, that the Effective Amount of all outstanding Specified Acquisition Loans shall not exceed $30,000,000. Within the limits of each Bank's Acquisition Commitment and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay under Section 2.6 and reborrow under this Section 2.1(a). On the Restatement Effective Date, the aggregate outstanding principal amount of the Term Commitment. Amounts borrowed Acquisition Loans under (and as Term Loans which are repaid or prepaid by defined in) the Company may not be reborrowed. Term Loans Existing Credit Agreement shall be denominated in Dollars (i) automatically deemed to be Acquisition Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Eurodollar Rate Loans under this Agreement, as the case may be; provided, that any Eurodollar Rate Loan so continued shall not be available in, or convertible into, Offshore Currenciescontinued only until the last day of the applicable Interest Period for such Loan. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with opposite such Bank's Pro Rata Share of the Term Commitment, name on Schedule 2.1 (such amount as the same may be reduced under Section 2.08 2.5 or Section 2.7 or reduced or increased as a result of one or more assignments under Section 11.0811.9, the Bank's "Revolving Commitment"); provided, however, that, that after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of all Swingline Loans shall not exceed the Revolving Commitments. On the Restatement Effective Date, the aggregate outstanding principal amount of the Revolving Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Revolving Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Eurodollar Rate Loans under this Agreement, as the case may be; provided, that any Eurodollar Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Bank's CommitmentLoan. Within the limits of each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(bSection 2.1(b), prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1(b). As a subfacility of the Banks' Revolving Commitments, the Borrowers may request the Issuing Bank to Issue Letters of Credit from time to time pursuant to Article III. In addition, the Borrowers may request the Swing Line Bank to make Swingline Loans to the Borrowers from time to time pursuant to Section 2.16.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving LoanREVOLVING LOAN") from time to time on any Business Day during the period from the Closing Effective Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" SCHEDULE 2.1 (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 SECTION 2.8 or as a result of one or more assignments under Section 11.08SECTION 10.8, the Bank's "CommitmentCOMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, together with the aggregate principal amount of all Bid Loans and all Swingline Loans outstanding at such time plus the Effective Amount of all L/C Obligations Obligations, shall not at any time exceed the combined Commitments; and provided further PROVIDED FURTHER, that, (i) after giving effect to any such Committed Borrowing of Offshore Currency Revolving Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the outstanding Revolving Loans and Term Loans of any Bank plus together with the participation of such Bank in the aggregate principal amount of all Swingline Loans and in the Effective Amount of all L/C Obligations outstanding at such time shall not at any time exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b)SECTION 2.1, prepay under Section 2.09 SECTION 2.9 and reborrow under this subsection 2.01(b)SECTION 2.1.

Amounts and Terms of Commitments. (a) The Term Credit. Each Canadian Bank severally agrees, on the terms and conditions set forth herein, to make a single loan Prime Rate Loans, Base Rate Loans, B/A Equivalent Loans and LIBOR Loans to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (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 Dollar Equivalent amount not to exceed at any time outstanding, together with outstanding the principal amount Equivalent Amount in Cdn.$ of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" next to its name (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 2.07 or as a result of one or more assignments under Section 11.08, the a Canadian Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Canadian Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.07 and reborrow under this Section 2.01(a) or convert or continue such Loans under Section 2.04, provided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.09, the applicable Extension Date. (b) Each US Bank severally agrees, on the terms and conditions set forth herein, to make Base Rate Loans, LIBOR Loans and, in respect of the Swing Line Lender only, the Swing Line Loans to the US Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.01 next to its name (such amount as the same may be reduced under Section 2.07 or as a result of one or more assignments under Section 11.08, a US Bank's "Commitment"). Within the limits of each US Bank's Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrow under this Section 2.01(b), prepay under Section 2.09 2.07 and reborrow under this subsection Section 2.01(b)) or convert or continue such Loans under section 2.06, provided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.09, the applicable Extension Date.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Facility A Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans Loans to the Borrowers Company (each such loan, a "Facility A Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Revolving Facility A Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" 2.01(a) (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "Facility A Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Facility A Commitment, and subject to the other terms and conditions hereofof this Agreement, the Borrowers Company may borrow under this subsection Subsection 2.01(a), prepay under Section 2.06 and reborrow under this Subsection 2.01(a). (b) The Facility B Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make Loans to the Company (each such loan, a "Facility B Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Facility B Termination Date, in an aggregate amount not to exceed at any time outstanding, the lesser of the following (such amount, as the same may be reduced under Section 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "Facility B Commitment"): (i) the Bank's Pro Rata Share of the current Borrowing Base and (ii) the amount set forth on Schedule 2.01(b); provided, however, that the Effective Amount of all Facility B Revolving Loans, and the Effective Amount of all L/C Obligations, shall not at any time exceed the combined Facility B Commitments. Within the limits of each Bank's Facility B Commitment, and subject to the other terms and conditions of this Agreement, the Company may borrow under this Subsection 2.01(b), prepay under Section 2.09 2.06 and reborrow under this subsection Subsection 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Canadian Bank severally agrees, on the terms and conditions set forth herein, to make a single loan Prime Rate Loans to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (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 Dollar Equivalent amount not to exceed at any time outstanding, together with outstanding the principal amount Equivalent Amount in Cdn.$ of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" next to its name (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under Section 2.08 2.06 or as a result of one or more assignments under Section 11.08, the a Canadian Bank's "’s “Commitment"”); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Canadian Bank's ’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.06, prepay under Section 2.16, and reborrow under this Section 2.01(a), provided that no borrowing or reborrowing may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.08, the applicable Extension Date (b) Each US Bank severally agrees, on the terms and conditions set forth herein, to make Base Rate Loans, LIBO Rate Loans and L/C Advances to the US Borrower from time to time on any Business Day during the period from the Closing Date to the Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth on Schedule 2.01 next to its name (such amount as the same may be reduced under Section 2.06 or as a result of one or more assignments under Section 11.08, a US Bank’s “Commitment”). Within the limits of each US Bank’s Commitment, and subject to the other terms and conditions hereof, the US Borrower may borrow under this Section 2.01(b), prepay under Section 2.09 2.06, prepay under Section 2.16, and reborrow under this subsection Section 2.01(b)) or convert or continue such Loans under section 2.05, provided that no borrowing, reborrowing, conversion or continuation of Loans may be made after the end of the Initial Term or, if the Initial Term is extended in accordance with Section 2.08, the applicable Extension Date. (c) The Canadian Banks shall make Canadian Loans to the Company and the US Banks shall make US Loans to the US Borrower.

Amounts and Terms of Commitments. (ai) The Each Term Credit. Each A Bank severally agrees, on subject to the terms and conditions hereinafter set forth hereinforth, (A) to make a single term loan to the Company (each such loaneach, a an "Initial Term A Loan") to the Borrower on the Closing Effective Date (and not -------------------- thereafter) in a an aggregate principal amount not to exceed the Initial Term A Loan Commitment of such Bank's Pro Rata Share of Term A Bank and (B) to make an additional term loan (each, an "Additional Term A Loan" and, together with the each Initial ---------------------- Term Commitment. Amounts borrowed as A Loan, collectively, the "Term Loans which are repaid or prepaid by A Loans") to the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agreesBorrower, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any ------------ Business Day during the period from the Closing Effective Date to until the Revolving Termination DateAdditional Term A Loan Commitment terminates as hereinafter provided, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the Additional Term A Loan Commitment of such Term A Bank; provided however that the aggregate principal amount of -------- all outstanding Term A Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 made under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans A Commitments shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Aggregate Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's A Commitment. Within the limits of each Bank's Commitmentsuch limits, and subject to the other terms and conditions hereofof this Agreement, the Borrowers Borrower may borrow Term A Loans under this subsection 2.01(b), prepay Section 2.01(a)(i) and under Section 2.09 2.01(c); ------------------ --------------- provided that amounts borrowed as Term A Loans which are repaid or prepaid -------- may not be reborrowed. The Initial Term A Loan Commitments shall automatically and reborrow permanently terminate effective as of June 15, 2001, and the Additional Term A Loan Commitments shall automatically and permanently terminate effective as of the earliest of to occur of (x) June 15, 2001, if the Initial Term A Loans have not been funded in full by such date, (y) the date that the Term A Banks fund any Additional Term A Loan and (z) the date that is eighteen months after the Effective Date. (ii) Each Term B Bank severally agrees, subject to the terms and conditions hereinafter set forth, to make a term loan (each, a "Term B ------ Loan") to the Borrower on the Effective Date (and not thereafter) in an aggregate principal amount not to exceed the Term B Loan Commitment of such Term B Bank; provided however that after giving effect to any Term B Loan -------- made under a Term B Commitment, the aggregate principal amount of all outstanding Term B Loans made under the Term B Commitments shall not exceed the Aggregate Term B Commitment. Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term B Loans under this subsection 2.01(bSection 2.01(a)(ii); provided that amounts borrowed as ------------------- -------- Term B Loans which are repaid or prepaid may not be reborrowed. The Term B Commitments shall automatically and permanently terminate effective as of June 15, 2001. (iii) Term Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section 2.03(b) or Section 2.04.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties of the Borrower contained herein, each Lender with a Commitment severally and not jointly agrees to make a single loan to the Company loans (each such loan, a "Term “Loan"” and, collectively, the “Loans”) on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") Borrower from time to time time, on any Business Day during the period from the Closing Date Availability Period, following proper delivery of a Loan Notice pursuant to the Revolving Termination DateSection 1.5 hereof, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with outstanding the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Lender’s Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, that after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further thatBorrowing, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate outstanding principal Dollar Equivalent amount of Loans of all Offshore Currency Loans Lenders shall not exceed the Offshore Currency Loan Sublimit, Aggregate Commitment at such time and (ii) the Effective Amount aggregate outstanding principal amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations Lender shall not exceed such Bank's Lender’s Commitment. Within the limits of each Bank's Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this subsection 2.01(bSection 1.1(a), prepay under Section 2.09 Sections 1.7 or 1.8, and reborrow under this subsection 2.01(bSection 1.1(a). The Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. (b) Each Lender’s Commitment shall terminate immediately and without further action on the Maturity Date. During the period from the Closing Date to but excluding the Maturity Date, the Borrower may use the Commitments by borrowing the Loans, prepaying the Loans in whole or in part, and reborrowing the Loans.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a together with all "Revolving LoanLoans" owing to such Lender on the Closing Date pursuant to and as defined in the Original Credit Agreement, the "Revolving Loans") from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount total of Term Loans outstanding in favor of such Bank at such time, the amount amounts set forth on Schedule 2.01 under the heading "Commitment" (such total amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.0810.08, the BankLender's "Revolving Loan Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term LoansSwing Line Loans and L/C Obligations, Bid shall not at any time exceed the aggregate Revolving Loan Commitment; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency such ▇▇▇▇▇▇'s Revolving Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each BankLender's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(bSection 2.01(a), prepay under Section 2.09 2.06 and reborrow under this subsection 2.01(bSection 2.01(a). Upon the satisfaction of each of conditions set forth in Section 5.01, all "Revolving Loans" owing to the Existing Lenders, on the Closing Date under and as defined in the Original Credit Agreement shall thereupon constitute Revolving Loans hereunder subject to the terms of this Agreement.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Borrower (each such loan, a "the “Revolving Loan"Loans”) from time to time on any Business Day during the period from the Closing Restatement Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" for such Lender (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be (x) reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.08 or (y) increased under Section 2.17 or as a result of one or more assignments under Section 11.08, the Bank's "Lender’s “Revolving Loan Commitment"”); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Swing Line Loans and L/C Obligations, shall not at any time exceed the aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Line Loans and L/C Obligations shall not at any time exceed such Lender’s Revolving Loan Commitment. Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.06 and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions set forth herein, the Swing Line Bank, in reliance upon the agreements of the other Lenders set forth in Section 2.03(b), may, in its sole discretion make loans to the Borrower (the “Swing Line Loans”) from time to time on any Business Day during the period from the Restatement Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed the Swing Line Loan Maximum Amount; provided, after giving effect to any Borrowing of Swing Line Loans, Bid the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Maximum Amount; and provided, further, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further thataggregate Revolving Loan Commitment set forth on Schedule 2.01, (i) after giving effect as such may be reduced under Section 2.05. Prior to any Borrowing of Offshore Currency Loansthe Swing Line Termination Date, the aggregate principal Dollar Equivalent amount of all Offshore Currency Borrower may use the Swing Line Loan Maximum Amount by borrowing, prepaying the Swing Line Loans shall not exceed the Offshore Currency Loan Sublimitin whole or in part, and (ii) reborrowing, all in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Swing Line Rate and reborrow under this subsection 2.01(b)shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Term Acquisition Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan loans to the Company Borrower (each such loan, a an "Term LoanACQUISITION LOAN") from time to time on any Business Day during the period from the Closing Date to the Acquisition Loan Termination Date in a an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank's Pro Rata Share name on Schedule 2.1 (such amount as 31 the same may be reduced under Section 2.5 or Section 2.7 or as reduced or increased as a result of one or more assignments under Section 12.9, the Term CommitmentBank's "ACQUISITION COMMITMENT"). Amounts borrowed as Term Loans which are repaid or prepaid by Within the Company limits of each Bank's Acquisition Commitment and subject to the other terms and conditions hereof, the Borrower may not be reborrowed. Term Loans shall be denominated in Dollars borrow under this Section 2.1(a), prepay under Section 2.6 and shall not be available in, or convertible into, Offshore Currenciesreborrow under this Section 2.1(a). (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Borrower (each such loan, a "Revolving LoanREVOLVING 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with opposite such Bank's Pro Rata Share of the Term Commitment, name on Schedule 2.1 (such amount as the same may be reduced under Section 2.08 2.5 or Section 2.7 or reduced or increased as a result of one or more assignments under Section 11.0812.9, the Bank's "CommitmentREVOLVING COMMITMENT"); provided, however, that, that after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of all Swing Line Loans shall not exceed such Bank's Commitmentthe Revolving Commitments. Within the limits of each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow under this subsection 2.01(bSection 2.1(b), prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1(b). As a subfacility of the Banks' Revolving Commitments, the Borrower may request the Issuing Bank to Issue Letters of Credit from time to time pursuant to Article III. In addition, the Borrower may request the Swing Line Bank to make Swing Line Loans to the Borrower from time to time pursuant to Section 2.16.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers any Borrower (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Date date hereof to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed (a) $20,000,000 at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" for all Borrowers (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under pursuant to Section 2.08 2.6 or as a result of one or more assignments under pursuant to Section 11.089.8, the Bank's "Commitment"), (b) the Aggregate Commitment Sublimit at any time outstanding for the Foreign Borrowers, or (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto; provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount Loans or issuance of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing a Letter of Offshore Currency LoansCredit, the aggregate principal Dollar Equivalent amount of all Offshore Currency outstanding Revolving Loans plus the aggregate Dollar Equivalent amount of outstanding LC Obligations shall not exceed (a) the Commitment, (b) with respect to the Foreign Borrowers, the Aggregate Commitment Sublimit, (c) with respect to any Foreign Borrower, the Individual Commitment Sublimit applicable thereto. Anything herein to the contrary notwithstanding, the aggregate outstanding Dollar Equivalent amount at any one time of all Loans plus the aggregate amount of outstanding LC Obligations at such time shall not exceed the Offshore Currency Loan Sublimit, and amount equal to the Commitment less the outstanding obligations of Middleby (iithe "BA Leasing Obligations") at such time under the Effective Amount of BA Leasing Documents. Middleby agrees that the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C BA Leasing Obligations shall not exceed such Bank's Commitmentbe paid in full on or prior to December 31, 2000. Within the limits of each the Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers each Borrower may borrow under this subsection 2.01(b)Section 2.1, prepay under pursuant to Section 2.09 2.6 and reborrow under pursuant to this subsection 2.01(b)Section 2.1.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 under the heading "Commitment" (as such amount, together with Schedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such Bank's Pro Rata Share of the Term Commitment, as the same amount may be increased or reduced under pursuant to Section 2.08 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or as a result of one or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) Each Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan, a "Swingline Loan") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date, in an aggregate principal amount not to exceed at any time outstanding $25,000,000 (or $125,000,000 in the aggregate for all the Swingline Banks) (as such amount may be reduced pursuant to Section 2.07, 2.08, 2.09, 3.06 or 8.02, such Swingline Bank's "Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with such Swingline Bank's outstanding Revolving Loans, may exceed such Swingline Bank's Commitment; provided, however, that, after giving effect to any Borrowing of Swingline Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans Loans to the Borrowers (each such loan, a "Revolving Loan") Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with for the principal amount of Term Loans outstanding in favor of such Bank at such timerelevant period, the amount set forth opposite such Bank's name on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.0810.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing (including those of Revolving Same Day Rate Loans), the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)subsection, prepay under Section 2.09 2.06 and reborrow under this subsection. (b) The Same Day Rate Loans. (1) The Revolving Credit provided for in subsection 2.01(b(a) of this Section shall contain a facility providing for Same Day Rate Loans. If the Company wishes to borrow under this facility, (a "Same Day Rate Loan"), it shall so notify the Agent, with a copy to BofA, in its Notice of Borrowing. Same Day Rate Loans shall be subject to the following: (A) The aggregate principal amount of outstanding Same Day Rate Loans shall not exceed $10,000,000 at any one time. (B) Same Day Rate Loans shall be made by BofA on behalf of all the Banks except that the other Banks shall not fund their share of the Same Day Rate Loans except as specified in this subsection.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from From time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forth, to (i) make Loans in Dollars and Offshore Currencies to each Borrower (each such loan, a "Loan") in Dollars and (ii) ---- participate in Letters of Credit denominated in Dollars or Offshore Currencies Issued for the account of a Borrower; provided, however, that, after giving -------- ------- effect to any Borrowing of Loans or any Issuance of, or purchase of participations in, Letters of Credit: (1) the Effective Amount of the Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations shall not exceed an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, equal to the amount set forth on opposite the Lender's name in Schedule 2.01 hereto under ------------- the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, amount as the same may be reduced under pursuant to Section 2.08 2.04 or as a result of one or more assignments under pursuant to ------------ Section 11.08, the BankLender's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, ------------- ---------- (2) the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid L/C Obligations relating to Financial Letters of Credit shall not exceed $30,000,000 at any time. (3) the Effective Amount of each Lender's Loans shall not exceed such Lender's Pro Rata Share of such amount; (5) the Effective Amount of all Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, Aggregate Commitment. (ib) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow Loans under this subsection 2.01(b)Section 2.01, ------------ request the Issuance of Letters of Credit under Section 3.02, prepay under pursuant to ------------ Section 2.09 2.05 and reborrow under Loans pursuant to this subsection 2.01(b).Section 2.01. ------------ ------------

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving LoanREVOLVING 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule SCHEDULE 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 SECTION 2.05 or as a result of one or more assignments under Section 11.08SECTION 10.08, the BankLender's "CommitmentREVOLVING LOAN COMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Swing Line Loans and L/C Obligations, shall not at any time exceed the combined Revolving Loan Commitments; AND PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lend▇▇'▇ ▇evolving Loan Commitment. Within the limits of each Lender's Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(a), prepay under SECTION 2.06 and reborrow under this SECTION 2.01(a). (b) Subject to the terms and conditions hereof, the Swing Line Bank agrees to make loans to the Company (each such loan, a "SWING LINE LOAN") from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed $10,000,000 (the "SWING LINE LOAN COMMITMENT"); PROVIDED, after giving effect to any Borrowing of Swing Line Loans, Bid the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Commitment; AND PROVIDED FURTHER, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Revolving Loan Commitments; and provided further that, (i) after giving effect . Prior to any Borrowing of Offshore Currency Loansthe Swing Line Termination Date, the aggregate principal Dollar Equivalent amount of all Offshore Currency Company may use the Swing Line Loan Commitment by borrowing, prepaying the Swing Line Loans shall not exceed the Offshore Currency Loan Sublimitin whole or in part, and (ii) reborrowing, all in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Swing Line Rate and reborrow under this subsection 2.01(b)shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Term CreditLoans. Each Term Bank severally agrees, on subject to -------------- the terms and conditions hereinafter set forth hereinforth, to make a single term loan to the Company (each such loaneach, a "Term Loan") to the Borrower on the Closing Initial Borrowing Date (and not --------- thereafter) in a an aggregate principal amount not to exceed the Term Commitment of such Term Bank's Pro Rata Share ; provided however that after giving effect to -------- any Term Loan made under a Term Commitment, the aggregate principal amount of all outstanding Term Loans made under the Term Commitments shall not exceed the Aggregate Term Commitment. Amounts Within such limits, and subject to the other terms and conditions of this Agreement, the Borrower may borrow Term Loans under this Section 2.01(a) and under Section 2.01(c); provided --------------- --------------- -------- that amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. The Term Commitments shall automatically and permanently terminate effective as of January 13, 2001. Term Loans shall may from time to time be denominated in Dollars and shall not be available in(i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section 2.03(b) or convertible into, Offshore Currencies.--------------- Section 2.04. ------------ (b) The Revolving CreditLoans. Each Revolving Bank severally agrees, on ------------------- subject to the terms and conditions hereinafter set forth hereinforth, to make revolving loans to the Borrowers (each such loaneach, a "Revolving Loan") to the Borrower from time to -------------- time on any Business Day Day, during the period from the Closing Date to the Revolving Termination DateCommitment Period, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with outstanding the principal amount of Term Loans outstanding in favor Revolving Commitment of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Revolving Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, however that after -------- giving effect to any Committed Borrowing of Revolving LoansLoan made under a Revolving Commitment, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed made under the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, Revolving Commitments plus the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans outstanding ---- Letter of Credit Obligations shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Aggregate Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentsuch limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow Revolving Loans under this subsection Section 2.01(b), prepay under Revolving Loans pursuant to Section 2.09 2.06 or --------------- ------------ 2.07 (a) (i) and reborrow under Revolving Loans pursuant to this subsection Section 2.01(b).. ---------- --------------- Revolving Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or a combination thereof, as determined by the Borrower pursuant to Section ------- 2.03(b) and Section 2.04. ------- ------------

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such as to each Bank at such time, the amount set forth on Schedule 2.01 opposite such Bank's name under the heading "CommitmentRevolving Loan Commitment Sublimit" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 Sections 2.05 or 2.07 or as a result of one or more assignments under Section 11.08, the Bank's "CommitmentRevolving Loan Commitment Sublimit"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans, (i) the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans shall not at any time exceed the Combined Revolving Loan Commitment Sublimit; and (ii) the Effective Amount of all outstanding Revolving Loans and the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations shall not at any time exceed the combined Combined Commitments; and provided further thatfurther, that (i) after giving effect to the Effective Amount of the Revolving Loans of any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans Bank shall not at any time exceed the Offshore Currency such Bank's Revolving Loan Sublimit, Commitment Sublimit and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations shall not at any time exceed such Bank's Commitment. Within the limits of each Bank's CommitmentRevolving Loan Commitment Sublimit, and subject to the other terms and conditions hereof, the Borrowers Company may borrow with respect to Revolving Loans under this subsection Section 2.01(b), prepay under Section 2.09 2.06 and reborrow with respect to Revolving Loans under this subsection Section 2.01(b)) until the Sublimit Termination Date.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving Syndicated 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 2.1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 Sections 2.5 or 2.7 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Revolving Syndicated Loans, the Effective Amount of all outstanding Revolving Syndicated Loans and Swingline Loans and the Effective Amount of all L/C Obligations (1) shall not exceed $40,000,000 until the Agent has received copies (in form and substance satisfactory to it) of amendments to subsections 4.6(a)(3) and 4.20(f) of each of the 1994, 1995 and 1996 Senior Note Agreements increasing the $40,000,000 working capital facility basket therein to $60,000,000, and (2) shall not at any time exceed the Aggregate Commitment; and provided further, that the Effective Amount of the Syndicated Loans of any Bank plus such Bank's participation in the Effective Amount of all Swingline Loans, Term Loansif any, Bid Loans and all L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)Section 2.1, prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1. This amendment and restatement of the 1996 Facility B Credit Agreement shall not be deemed a repayment, satisfaction, cancellation, or novation of the loans outstanding thereunder or any other obligations of the Company under the 1996 Facility B Credit Agreement or any of the "Loan Documents" (as defined therein), which shall instead continue and constitute Obligations hereunder and under the other Loan Documents; provided, however, that upon the Closing Date, all outstanding "Loans" under and as defined in the 1996 Facility B Credit Agreement, subject to Section 4.4 thereof, shall be prepaid in full with the proceeds of Loans hereunder or from other funds.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, -------------------------------- on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 under the heading "Commitment" (as such amount, together with Schedule is ------------- deemed modified pursuant to this Article II or Article III or Section 10.07) (as such Bank's Pro Rata Share of the Term Commitment, as the same amount may be increased or reduced under Section 2.08 pursuant to Sections 2.06, 2.07, 2.08, 2.09, 3.06, 3.07 or as a result of one or more assignments under Section 11.088.02, the such Bank's "Commitment"); provided, however, that, ---------- -------- ------- after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan a "Swingline Loan") 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 aggregate principal amount not to exceed at any time outstanding $50,000,000 (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, the Swingline Bank's "Swingline Commitment"), ---------------------- notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any -------- ------- Borrowing of a Swingline Loan, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Revolving LoanREVOLVING 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount total of Term Loans outstanding in favor of such Bank at such time, the amount amounts set forth on Schedule SCHEDULE 2.01 under the heading "Commitment" (such total amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 SECTION 2.05 or as a result of one or more assignments under Section 11.08SECTION 10.08, the BankLender's "CommitmentREVOLVING LOAN COMMITMENT"); providedPROVIDED, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Swing Line Loans and L/C Obligations, shall not at any time exceed the Maximum Revolver Amount; and PROVIDED FURTHER, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lender's Revolving Loan Commitment. Within the limits of each Lender's Revolving Loan Commitment, and subject to Availability at such time and the other terms and conditions hereof, the Company may borrow under this SECTION 2.01(a), prepay under SECTION 2.06 and reborrow under this SECTION 2.01(a). (b) Subject to the terms and conditions hereof, the Swing Line Bank agrees to make loans to the Company (each such loan, a "SWING LINE LOAN") from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed $10,000,000 (the "SWING LINE LOAN COMMITMENT"); PROVIDED, after giving effect to any Borrowing of Swing Line Loans, Bid the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Commitment; AND PROVIDED FURTHER, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect Maximum Revolver Amount. Prior to any Borrowing of Offshore Currency Loansthe Swing Line Termination Date, the aggregate principal Dollar Equivalent amount of all Offshore Currency Company may use the Swing Line Loan Commitment by borrowing, prepaying the Swing Line Loans shall not exceed the Offshore Currency Loan Sublimitin whole or in part, and (ii) reborrowing, all in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Swing Line Rate and reborrow under this subsection 2.01(b)shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Term CreditRevolving Loans. Each Bank Lender with a Revolving Commitment ------------------- severally agrees, on the terms and conditions hereinafter set forth hereinforth, (A) to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agreesconvert, on the terms and conditions set forth hereinRestatement Effective Date, to make loans Original Revolving Loans made by such Lender to the Borrowers Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date into a Borrowing of Revolving Loans hereunder and (each such loanB) to make, a "Revolving Loan") at any time and from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Termination Date for Revolving Termination DateLoans, additional Revolving Loans to the Borrower, all of which Revolving Loans made pursuant to preceding clauses (A) and (B) shall be in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with outstanding the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Lender's Revolving Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, that, that after -------- ------- giving effect to any Committed Borrowing of Revolving LoansBorrowing, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, together with the aggregate principal Dollar Equivalent amount of all Offshore Currency outstanding Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) plus the aggregate amount of all outstanding Letter of Credit Obligations (exclusive of unpaid drawings under any Letter of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount lesser of the Aggregate Revolving Loans Commitment and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentRevolving Availability. Within the limits of each Bank's Commitmentsuch limits, and subject to the other terms and conditions hereof, the Borrowers Borrower may borrow Revolving Loans under this subsection 2.01(bSection 2.01(a), repay pursuant --------------- to Section 2.08(a), prepay under pursuant to Section 2.09 2.06 or 2.07(a) and reborrow under --------------- ------------ ------- pursuant to this subsection 2.01(bSection 2.01(a).. ---------------

Amounts and Terms of Commitments. 2.1 REVOLVING CREDIT COMMITMENTS. (a) The Term CreditTHE LENDERS' REVOLVING CREDIT COMMITMENTS. Each Bank severally agrees, on Subject to the terms and conditions set forth hereinhereof, each Specified Revolving Credit Lender severally agrees to make a single loan Specified Revolving Credit Loans to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") related Specified Borrower from time to time on any Business Day during the period from the Closing Date to the Specified Revolving Termination Date, Credit Commitment Period in an aggregate principal Dollar amount or Equivalent amount not to exceed Amount thereof in the relevant currency, if applicable, at any one time outstanding, together with the principal amount when added to such Specified Lender's Specified Revolving Credit Commitment Percentage of Term Loans all Specified Accommodation Outstandings and outstanding in favor of such Bank at such timeSpecified Swing Line Loans, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment"); provided, however, thatnot to exceed, after giving effect to any Committed Borrowing the use of Revolving Loansthe proceeds thereof, the Effective Amount amount of all outstanding such Specified Lender's Specified Revolving LoansCredit Commitment; PROVIDED, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, that (i) the Specified Borrower shall not request and the Specified Revolving Credit Lender shall not make any Specified Revolving Credit Loan if, after giving effect to any Borrowing the making thereof, the Equivalent Amount of Offshore Currency the aggregate Revolving Credit Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Accommodation Outstandings and Swing Line Loans shall not would exceed the Offshore Currency Loan Sublimit, US Revolving Credit Commitments and (ii) neither the Effective English Borrower nor the Euro Borrower shall request and neither the English Revolving Credit Lenders nor the Euro Revolving Credit Lenders shall make any English Revolving Credit Loans or Euro Revolving Credit Loans, as the case may be, if, after giving effect to the making thereof, the Equivalent Amount of the aggregate of the English Revolving Credit Loans, the Accommodations issued by the English Issuing Lender for the account of the English Borrower, the Swing Line Loans made to the English Borrower and Term the Euro Revolving Credit Loans, in each case, then outstanding would exceed $25,000,000. During the Specified Revolving Credit Commitment Period, the Specified Borrower may use the Specified Revolving Credit Commitments by borrowing, prepaying the Specified Revolving Credit Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentwhole or in part, and subject to reborrowing, all in accordance with the other terms and conditions hereof. The Specified Revolving Credit Loans may from time to time be of any available Type, as determined by the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Specified Borrower and reborrow under this subsection 2.01(b)notified to the Specified Agent in accordance with subsections 2.2 and 2.10.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans Advances to the Borrowers (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 DateDate (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent agrees, in an on the terms and conditions hereinafter set forth, to make Swing-Line Advances to the Borrowers from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof); and the Administrative Agent and the Issuing Bank agree, on the terms and conditions hereinafter set forth, to issue Letters of Credit for the account of the Borrowers from time to time on any Business Day during the period from the Closing Date to the Termination Date (as the same may be extended pursuant to Section 2.09 hereof). The aggregate principal Dollar Equivalent amount of each Bank's obligation to make Advances, together with such Bank's share of funding for any Letter of Credit upon negotiation by the beneficiary thereof, shall not to exceed at any time outstandingthe amount set forth opposite such Bank's name in SCHEDULE 1 under the heading "Commitment", and the aggregate amount of the Administrative Agent's obligation to make Advances and Swing-Line Advances, together with the principal amount Administrative Agent's share of Term Loans outstanding in favor funding for any Letter of such Bank Credit upon negotiation by the beneficiary thereof, shall not exceed at such time, any time the amount set forth on Schedule 2.01 opposite the Administrative Agent's name in SCHEDULE 1 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result pursuant to the terms of one or more assignments under Section 11.08this Agreement, the being such Bank's "Revolving Commitment"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing, any Swing-Line Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at or any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency LoansIssuance, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans outstanding Advances, all outstanding Swing-Line Advances, and all outstanding Letters of Credit shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Aggregate Commitment. Within the limits of each Bank's the Aggregate Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b)borrow, prepay under Section 2.09 prepay, and reborrow under this subsection 2.01(b)reborrow.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "the “Revolving Loan"Loans”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" for such Lender (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 2.05 or as a result of one or more assignments under Section 11.08, the Bank's "Lender’s “Revolving Loan Commitment"”); provided, however, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans, Swing Line Loans and L/C Obligations which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Swing Line Loans and L/C Obligations, shall not at any time exceed the aggregate Revolving Loan Commitment set forth on Schedule 2.01, as such may be reduced under Section 2.05; and provided further, that the Effective Amount of the Revolving Loans of any Lender plus the participation of such Lender in the Effective Amount of all Swing Loan Loans and L/C Obligations shall not at any time exceed such Lender’s Revolving Loan Commitment. Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(a), prepay under Section 2.06 and reborrow under this Section 2.01(a). (b) Subject to the terms and conditions set forth herein, the Swing Line Bank, in reliance upon the agreements of the other Lenders set forth in Section 2.03(b), may, in its sole discretion make loans to the Company (the “Swing Line Loans”) from time to time on any Business Day during the period from the Closing Date to the Swing Line Termination Date in an aggregate principal amount at any one time outstanding not to exceed $15,000,000 (the “Swing Line Loan Maximum Amount”); provided, after giving effect to any Borrowing of Swing Line Loans, Bid the Effective Amount of all outstanding Swing Line Loans shall not at any time exceed the Swing Line Loan Maximum Amount; provided, further, that the Effective Amount of all outstanding Revolving Loans, Swing Line Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect aggregate Revolving Loan Commitment. Prior to any Borrowing of Offshore Currency Loansthe Swing Line Termination Date, the aggregate principal Dollar Equivalent amount of all Offshore Currency Company may use the Swing Line Loan Maximum Amount by borrowing, prepaying the Swing Line Loans shall not exceed the Offshore Currency Loan Sublimitin whole or in part, and (ii) reborrowing, all in accordance with the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, . All Swing Line Loans shall bear interest at the Borrowers may borrow under this subsection 2.01(b), prepay under Section 2.09 Swing Line Rate and reborrow under this subsection 2.01(b)shall not be entitled to be converted into Loans that bear interest at any other rate.

Amounts and Terms of Commitments. (a) The Term Acquisition Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan loans to the Company Borrowers (each such loan, a an "Term Acquisition Loan") from time to time on any Business Day during the Closing period from the Restatement Effective Date to the Acquisition Loan Termination Date in a an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite such Bank's Pro Rata Share name on Schedule 2.1 (such amount as the same may be reduced under Section 2.5 or Section 2.7 or as reduced or increased as a result of one or more assignments under Section 11.9, the Bank's "Acquisition Commitment"). Within the limits of each Bank's Acquisition Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(a), prepay under Section 2.6 and reborrow under this Section 2.1(a). On the Restatement Effective Date, the aggregate outstanding principal amount of the Term Commitment. Amounts borrowed Acquisition Loans under (and as Term Loans which are repaid or prepaid by defined in) the Company may not be reborrowed. Term Loans Existing Credit Agreement shall be denominated in Dollars (i) automatically deemed to be Acquisition Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Offshore Rate Loans under this Agreement, as the case may be; provided, that any Offshore Rate Loan so continued shall not be available in, or convertible into, Offshore Currenciescontinued only until the last day of the applicable Interest Period for such Loan. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time on any Business Day during the period from the Closing Restatement Effective Date to the Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with opposite such Bank's Pro Rata Share of the Term Commitment, name on Schedule 2.1 (such amount as the same may be reduced under Section 2.08 2.5 or Section 2.7 or reduced or increased as a result of one or more assignments under Section 11.0811.9, the Bank's "Revolving Commitment"); provided, however, that, that after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations plus the Effective Amount of all Swingline Loans shall not exceed the Revolving Commitments. On the Restatement Effective Date, the aggregate outstanding principal amount of the Revolving Loans and Special Purpose Loans under (and as defined in) the Existing Credit Agreement shall be (i) automatically deemed to be Revolving Loans under this Agreement for all purposes of this Agreement and the other Loan Documents and (ii) continued as Base Rate Loans or Offshore Rate Loans under this Agreement, as the case may be; provided, that any Offshore Rate Loan so continued shall be continued only until the last day of the applicable Interest Period for such Bank's CommitmentLoan. Within the limits of each Bank's Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(bSection 2.1(b), prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1(b). As a subfacility of the Banks' Revolving Commitments, the Borrowers may request the Issuing Bank to Issue Letters of Credit from time to time pursuant to Article III. In addition, the Borrowers may request BofA to make Swingline Loans to the Borrowers from time to time pursuant to Section 2.16.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank U.S. Lender severally agrees, on the terms and conditions hereinafter set forth hereinforth, to make a single loan Loans in Dollars to the Company (each such loanLoan, a "Term “Revolving Loan"”) and to participate (pursuant to Section 2.15) in the Letters of Credit issued by the Issuer on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share application of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available inCompany, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on opposite such U.S. Lender’s name in Schedule 2.01 2.1 under the heading "“Commitment" ” (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same (a) may be reduced under from time to time (in accordance with such U.S. Lender’s Commitment Percentage) pursuant to Section 2.08 2.5 or (b) may be reduced from time to time, as a result of one or more assignments under pursuant to Section 11.0810.8, the Bank's "is hereafter referred to as such U.S. Lender’s “Commitment"”); provided, however, that, after giving effect to any Committed Revolving Borrowing or issuance of Revolving Loansany Letter of Credit, (i) the Effective Amount sum of the aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent outstanding amount of all Offshore Currency Swing Line Loans and the U.S. LC Amount, shall not exceed the Offshore Currency Revolving Loan Maximum Amount at such time minus the Canadian Sublimit, and (ii) the Effective Amount sum of the aggregate principal amount of all outstanding Revolving Loans and Term Loans of any Bank U.S. Lender, plus such U.S. Lender’s Commitment Percentage of the participation of U.S. LC Amount, plus such Bank in the Effective Amount U.S. Lender’s Commitment Percentage of all L/C Obligations outstanding Swing Line Loans, shall not exceed such Bank's CommitmentU.S. Lender’s Commitment minus the Canadian Commitment of such U.S. Lender’s related Canadian Lender. Within the limits of each Bank's U.S. Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b)2.1, prepay under pursuant to Section 2.09 2.6 and reborrow pursuant to this subsection 2.1. No U.S. Lender shall be obligated to make available its Commitment Percentage of any Revolving Loans during the existence of any Event of Default or a Default. Immediately prior to the effectiveness of this Agreement, the principal balance of “Revolving Loans” under and as defined in the Original Credit Agreement is $120,973,000 and as of the Closing Date such “Revolving Loans” shall continue to remain outstanding and constitute Revolving Loans under this subsection 2.01(b)Agreement. Upon the execution and delivery of this Agreement, the indebtedness, obligations and other liabilities (including, without limitation, interest and fees accrued to the date hereof) of the Company governed by the Original Credit Agreement (collectively, the “Prior Obligations”) shall continue to be in full force and effect, but shall be governed by the terms and conditions set forth in this Agreement. The execution and delivery of this Agreement shall constitute an amendment, replacement and restatement, but not a novation or repayment, of the Prior Obligations.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date in an aggregate amount not to exceed at any time outstanding, together with such Bank's participation, if any, in Swingline Loans then outstanding, the amount set forth on Schedule 2.01 (such amount, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 10.08, the Bank's "Commitment"); provided, however, that, after giving effect to any Committed Borrowing, the aggregate principal amount of all outstanding Loans shall not at any time exceed the combined Commitments. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.01(a), prepay under Section 2.09 and reborrow under this subsection 2.01(a). (b) The Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan, loan a "Revolving Swingline Loan") 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 aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal outstanding $25,000,000 (as such amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.0810.08, the Swingline Bank's "Swingline Commitment"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Bank's outstanding Committed Loans, may exceed the Swingline Bank's Commitment; provided, however, that, after giving effect to any Committed Borrowing of Revolving Loansa Swingline Loan, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b), prepay under Section 2.09 and reborrow under this subsection 2.01(b).

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company or to the Mexican Borrower denominated in Dollars or in an Offshore Currency (each such loan, a "Revolving LoanREVOLVING 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 Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth opposite such Lender's name on Schedule SCHEDULE 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 SECTION 2.09 or as a result of one or more assignments under Section SECTION 11.08, the BankLender's "CommitmentCOMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), the Effective Amount of all outstanding Revolving Loans, Term Loans, Bid Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the combined Commitments; Commitments (and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank Lender plus such Revolving Lender's Pro Rata Share of the Effective Amount of all Canadian Revolving Loans plus the participation of such Bank Lender in the Effective Amount of all L/C Obligations shall not at any time exceed such BankLender's Commitment); PROVIDED FURTHER that, after giving effect to any borrowing of Offshore Currency Loans, the Effective Amount of all outstanding Offshore Currency Loans plus the Effective Amount of all L/C Obligations denominated in an Offshore Currency shall not exceed the Offshore Currency Loan Sublimit; AND PROVIDED FURTHER that the Mexican Borrower shall only be permitted to make borrowings of Revolving Loans denominated in Dollars not exceeding the Mexican Subsidiary Loan Sublimit. Within the limits of each BankRevolving Lender's Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this subsection 2.01(b)SECTION 2.01, prepay under Section 2.09 SECTION 2.09, and reborrow under this subsection 2.01(b)SECTION 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from From time to time on any Business Day during the period from the Closing Amendment Effective Date to the Revolving Termination Date, each Lender severally agrees, on the terms and conditions hereinafter set forth, to (i) make loans in an aggregate principal Dollar Equivalent amount not Dollars and Offshore Currencies to exceed at any time outstandingeach Borrower (each such loan, together with a “Loan”) and (ii) participate in Letters of Credit denominated in Dollars or Offshore Currencies Issued for the principal amount account of Term Loans outstanding in favor a Borrower or another Permitted Letter of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "Commitment")Credit Account Party; provided, however, that, after giving effect to any Committed Borrowing of Revolving LoansLoans or any Issuance of, or purchase of participations in, Letters of Credit: (1) the Effective Amount of the Loans of any Lender plus the participation of such Lender in the Effective Amount of all L/C Obligations shall not exceed an aggregate amount at any time outstanding Revolving Loansequal to the amount set forth opposite the Lender’s name in Schedule 2.01 hereto under the heading “Commitment” (such amount as the same may be reduced pursuant to Section 2.04 or as a result of one or more assignments pursuant to Section 11.08, Term Loansthe Lender’s “Commitment”); (2) the Effective Amount of all L/C Obligations relating to Commercial L/Cs and Financial Letters of Credit shall not exceed $50,000,000 in the aggregate at any time; (3) the Effective Amount of all L/C Obligations relating to Performance Letters of Credit shall not at any time exceed the Aggregate Commitment; (4) the Effective Amount of all Loans (whether denominated in Dollars or Offshore Currencies advanced on a pro rata basis by all of the Lenders, Bid or as a Swing Line Loan advanced by the Swing Line Lender) shall not at any time exceed the Aggregate Commitment; (5) The Effective Amount of each Lender’s Loans shall not exceed such Lender’s Pro Rata Share of such amount; and (6) the Effective Amount of all Loans and L/C Obligations shall not at any time exceed the combined Commitments; and provided further that, Aggregate Commitment. (ib) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's Commitment. Within the limits of each Bank's Commitmentforegoing limits, and subject to the other terms and conditions hereof, the Borrowers any Borrower may borrow Loans under this subsection 2.01(b)Section 2.01, request the Issuance of Letters of Credit under Section 3.02, prepay under pursuant to Section 2.09 2.05 and reborrow under Loans pursuant to this subsection 2.01(b)Section 2.01.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Facility A Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers Company (each such loan, a "Facility A Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Facility A Revolving Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Bank at such time, the amount set forth on Schedule 2.01 under the heading "Commitment" (such amount, together with opposite such Bank's Pro Rata Share of the Term Commitment, name on Schedule 2.1 (such amount as the same may be reduced under Section 2.08 2.5 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Facility A Commitment"); provided, however, that, after giving effect to any Committed Borrowing of Facility A Revolving Loans, (i) the Effective Amount of all outstanding Facility A Revolving Loans, Term Loans, Bid Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the combined Facility A Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Facility A Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not at any time exceed such Bank's Facility A Commitment. Within the limits of each Bank's Facility A Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection 2.01(b2.1(a), prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(b2.1(a). (b) The Facility B Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Company (each such loan, a "Facility B Revolving Loan") from time to time on any Business Day during the period from the Closing Date to the Facility B Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Bank's name on Schedule 2.1 (such amount as the same may be reduced under Section 2.5 or as a result of one or more assignments under Section 11.8, the Bank's "Facility B Commitment"); provided, however, that, after giving effect to any Borrowing of Facility B Revolving Loans, (i) the Effective Amount of all outstanding Facility B Revolving Loans shall not at any time exceed the lesser of the L/C Adjusted Borrowing Base and the combined Facility B Commitments, and (ii) the Effective Amount of the Facility B Revolving Loans of any Bank shall not at any time exceed such Bank's Facility B Commitment. Within the limits of each Bank's Facility B Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this subsection 2.1(b), prepay under Section 2.6 and reborrow under this subsection 2.1(b). (c) Notwithstanding anything contained in this Agreement, (i) the Effective Amount of all outstanding Revolving Loans and the Effective Amount of all L/C Obligations shall not at any time exceed the lesser of the L/C Adjusted Borrowing Base and the combined Commitments, and (ii) the Effective Amount of the Revolving Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not at any time exceed the lesser of such Bank's Pro Rata Share of the L/C Adjusted Borrowing Base and such Bank's Commitments.

Amounts and Terms of Commitments. (a) The Term Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, loan a "Revolving LoanREVOLVING LOAN") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal amount such Bank's Commitment Percentage of Term all Swingline Loans outstanding in favor of such Bank at such timethen outstanding, the amount set forth opposite such Bank's name on Schedule 2.01 under the heading "Commitment" (as such amountSchedule is deemed modified pursuant to this Article II or Article III or Section 10.07) (as such amount may be increased or reduced pursuant to Sections 2.06, together with 2.07, 2.08, 2.09, 3.06, 3.07 or 8.02, such Bank's Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.08 or as a result of one or more assignments under Section 11.08, the Bank's "CommitmentCOMMITMENT"); providedPROVIDED, howeverHOWEVER, that, after giving effect to any Committed Borrowing of Revolving Loans, the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Loans and L/C Obligations Swingline Loans shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount Commitments of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, and (ii) the Effective Amount of the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount of all L/C Obligations shall not exceed such Bank's CommitmentBanks. Within the limits of each Bank's Commitment, and subject to the other terms and conditions hereof, the Borrowers Company may borrow under this subsection Section 2.01(a), prepay under Section 2.09(a) and reborrow under this Section 2.01(a). (b) Each Swingline Bank agrees, on the terms and conditions set forth herein, to make a portion of the combined Commitments of all the Banks available to the Company by making swingline loans (each such loan, a "SWINGLINE LOAN") to the Company from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Termination Date, in an aggregate principal amount not to exceed at any time outstanding $25,000,000 (or $100,000,000 in the aggregate for all the Swingline Banks) (as such amount may be reduced pursuant to Sections 2.07, 2.08, 2.09, 3.06 or 8.02, such Swingline Bank's "SWINGLINE COMMITMENT"), notwithstanding the fact that such Swingline Loans, when aggregated with such Swingline Bank's outstanding Revolving Loans, may exceed such Swingline Bank's Commitment; PROVIDED, HOWEVER, that, after giving effect to any Borrowing of Swingline Loans, the aggregate principal amount of all outstanding Revolving Loans and Swingline Loans shall not at any time exceed the combined Commitments of all the Banks. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.01(b), prepay under Section 2.09 2.09(a) and reborrow under pursuant to this subsection Section 2.01(b).

Amounts and Terms of Commitments. (ai) The Term Credit. Each Facility A Bank severally agrees, on and subject to the terms and conditions set forth herein, to make a single loan Facility A Domestic Loans to the Company (each such loan, a "Term Loan") on the Closing Date in a principal amount not to exceed such Bank's Pro Rata Share of the Term Commitment. Amounts borrowed as Term Loans which are repaid or prepaid by the Company may not be reborrowed. Term Loans shall be denominated in Dollars and shall not be available in, or convertible into, Offshore Currencies. (b) The Revolving Credit. Each Bank severally agrees, on the terms and conditions set forth herein, to make loans to the Borrowers (each such loan, a "Revolving Loan") from time to time as requested by the Company, in accordance with Sections 2.3 and 11.2 on any Business Day during the period from the Closing Date to the Revolving Facility A Termination Date, in an aggregate principal Dollar Equivalent amount not to exceed at any time outstanding, together with the principal outstanding a Dollar Equivalent amount of Term Loans outstanding in favor of such Bank at such time, equal to the amount set forth on Schedule 2.01 opposite its name in the column under the heading "CommitmentFacility A Commitments" on Schedule 2.1 (such amountamount as the same may be reduced under Section 2.5 or as a ------------ result of one or more assignments under Section 11.8, together with such the Bank's "Facility A ---------- Commitment"); provided, however, that, (i) after giving effect to any Borrowing, ----------- -------- ------- (A) the Total Utilization of Facility A Commitments shall not at any time exceed the combined Facility A Commitments and (B) the sum of (x) the aggregate principal amount of all outstanding Facility B Loans to the Company and (y) the Total Utilization of Facility A Commitments shall not at any time exceed the Commitments; (ii) the Total Utilization of Facility A Commitments of any Facility A Bank (taking into account any Canadian Participations when determining the Total Utilization of Facility A Commitments of a Facility A Canadian Bank) shall not exceed its Facility A Commitment; and (iii) any Facility A Domestic Loan to the Company shall be made by the Facility A Domestic Banks to the Company and shall be denominated and payable in Dollars and no other currency. Within the limits of each Bank's Facility A Commitment, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.1(a)(i), prepay under Section 2.6 and reborrow under this Section 2.1(a)(i). The aggregate of all Facility A Commitments hereunder on the date of this Agreement is $400,000,000. (A) Each Facility A Canadian Bank severally agrees, on and subject to the terms and conditions set forth herein, to make Facility A Canadian Loans to Medis from time to time as requested by Medis in accordance with Section 2.3 and 11.2 during the period from the Closing Date to the Facility A Termination Date, in an aggregate amount equivalent to its Facility A Canadian Pro Rata Share of the Dollar Equivalent of the Facility A Canadian Commitments. The original Dollar Equivalent of each Facility A Canadian Bank's Facility A Canadian Commitment is set forth opposite its name on Schedule 2.1 annexed ------------ hereto; provided, however, that, (i) after giving effect to any Borrowing, (A) -------- ------- the Total Utilization of Facility A Commitments shall not at any time exceed the combined Facility A Commitments, (B) Medis shall be a Wholly-Owned Subsidiary of the Company and (C) the sum of (x) the aggregate principal amount of all outstanding Facility B Loans to the Company and (y) the Total Utilization of Facility A Commitments shall not at any time exceed the Commitments; (ii) the Total Utilization of Facility A Commitments of any Facility A Bank (taking into account any Canadian Participations when determining the Total Utilization of Facility A Commitments of a Facility A Canadian Bank) shall not exceed its Facility A Commitment; and (iii) all Facility A Loans to Medis shall be made by the Facility A Canadian Banks, shall be Offshore Rate Loans or Canadian Prime Rate Loans denominated and payable in Canadian Dollars and no other currency and shall not be Base Rate Loans, and the Total Utilization of Facility A Canadian Commitments shall at no time exceed the Facility A Canadian Commitments. Within the limits of each Bank's Facility A Canadian Commitment, and subject to the other terms and conditions hereof, Medis may borrow under this Section 2.1(a)(ii), prepay under Section 2.6 and reborrow under this Section 2.1(a)(ii). The aggregate Dollar Equivalent of the Facility A Canadian Commitments is $100,000,000. (1) Subject to subsection 2.1(a)(ii)(B)(2) below, each Facility A Bank that is not a Facility A Canadian Bank shall be deemed to have purchased, and hereby agrees to purchase, a participation in each outstanding Facility A Canadian Loan in an amount equal to its Facility A Pro Rata Share of the unpaid amount of such Facility A Canadian Loan together with accrued interest thereon (each, a "Canadian Participation"), such Canadian Participation to be governed ---------------------- by this subsection 2.1(a)(ii)(B) and not by subsection 11.8(d) hereof. Only upon demand from any Facility A Canadian Bank on or after the date of (X) any Event of Default under subsections 9.1(a), 9.1(f) or 9.1(g) or (Y) an acceleration of the maturity pursuant to subsection 9.2(b) of any amounts owing to the Facility A Canadian Banks under this Agreement (the date of such demand, the "Participation Funding Date"), each such Facility A Bank that has purchased -------------------------- a Canadian Participation (each a "Canadian Participant") shall deliver to the -------------------- Canadian Administrative Agent an amount equal to its Canadian Participation in same day funds and in Canadian Dollars at the Canadian Administrative Agent's Payment Office for distribution to Facility A Canadian Banks in accordance with their Facility A Canadian Pro Rata Share. If any amount required to be paid by any Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) is not paid to the Canadian Administrative Agent when due but is paid within three Business Days after the date such payment is due, such Canadian Participant shall pay to the Canadian Administrative Agent for distribution to Facility A Canadian Banks on demand an amount equal to the product of (i) such amount, times (ii) the Overnight Canadian Rate, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. If such amount required to be paid by any Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) is not in fact made available to the Canadian Administrative Agent within three Business Days after the date such payment is due, the Canadian Administrative Agent shall be entitled to recover from such Canadian Participant, on demand, such amount with interest thereon calculated from such due date at the rate per annum equal to the rate applicable thereto in accordance with the preceding sentence plus the Applicable Margin in respect of Facility A Loans. A certificate of the Canadian Administrative Agent submitted to any Canadian Participant with respect to any amounts owing under this subsection 2.1(a)(ii)(B) shall be conclusive in the absence of manifest error. In the event the Canadian Administrative Agent receives a payment with respect to any Facility A Canadian Loan in which Canadian Participations have been purchased and as to which the purchase price has been requested by the Canadian Administrative Agent and delivered by a Canadian Participant as in this subsection 2.1(a)(ii)(B) provided, the Canadian Administrative Agent shall promptly distribute to such Canadian Participant its share of such payment based on its Canadian Participation. If the Canadian Administrative Agent shall pay any amount to a Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) in the belief or expectation that a related payment has been or will be received or collected and such related payment is not received or collected by the Canadian Administrative Agent, then such Canadian Participant will promptly on demand by the Canadian Administrative Agent return such amount to the Canadian Administrative Agent, together with interest thereon at such rate as the Canadian Administrative Agent shall determine to be customary between banks for correction of errors. If the Canadian Administrative Agent determines at any time that any amount received or collected by the Canadian Administrative Agent pursuant to this Agreement is to be returned to Medis under this Agreement or paid to any other Person or entity pursuant to any insolvency law, any sharing clause in this Agreement, or otherwise, then, notwithstanding any other provision of this Agreement, the Canadian Administrative Agent shall not be required to distribute any portion thereof to any Canadian Participant, and each such Canadian Participant will promptly on demand by the Canadian Administrative Agent repay any portion that the Canadian Administrative Agent shall have distributed to such Canadian Participant, together with interest thereon at such rate, if any, as the Canadian Administrative shall pay to Medis or such other Person or entity with respect thereto. If any amounts returned to Medis or reimbursed by a Canadian Participant pursuant to this subsection 2.1(a)(ii)(B) are later recovered by the Canadian Administrative Agent, the Canadian Administrative Agent shall promptly pay to each Canadian Participant a proportionate share based on such Canadian Participant's Canadian Participation. (2) Notwithstanding any other provision of this Agreement, each Facility A Bank agrees that, prior to the Participation Funding Date, all amounts paid or credited by Medis under this Agreement to a Facility A Canadian Bank shall be received by such Facility A Canadian Bank (a) for its own benefit and account or (b) as agent for or for the account of an Eligible Assignee in respect of the Facility A Canadian Loans, and not otherwise as agent for or on behalf of any other Person. (b) Each Facility B Bank severally agrees, on and subject to the terms and conditions set forth herein, to make Base Rate Loans or Offshore Rate Loans denominated in Dollars to the Company from time to time as requested by the Company in accordance with Sections 2.3 and 11.2 on any Business Day (I) as Facility B Revolving Loans during the period from the Closing Date to but not including the Facility B Revolving Termination Date and (II) as Term CommitmentLoans on the Facility B Revolving Termination Date in accordance with the terms of Section 2.15, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite its name in the column under the heading "Facility B Commitments" on Schedule 2.1 (such amount, as the same may be reduced under ------------ Section 2.08 2.5 or as a result of one or more assignments under Section 11.0811.8, the Bank's "Facility B Commitment"); provided, however, that, after giving effect to --------------------- -------- ------- any Committed Borrowing of Revolving LoansBorrowing, (i) the Effective Amount aggregate principal amount of all outstanding Revolving Loans, Term Loans, Bid Facility B Loans and L/C Obligations to the Company shall not at any time exceed the combined Commitments; and provided further that, (i) after giving effect to any Borrowing of Offshore Currency Loans, the aggregate principal Dollar Equivalent amount of all Offshore Currency Loans shall not exceed the Offshore Currency Loan Sublimit, Facility B Commitments and (ii) the Effective Amount sum of (A) the Revolving Loans and Term Loans of any Bank plus the participation of such Bank in the Effective Amount aggregate principal amount of all L/C Obligations outstanding Facility B Loans to the Company and (B) the Total Utilization of Facility A Commitments shall not at any time exceed such Bank's Commitmentthe Commitments. Within the limits of each Bank's Facility B Commitment, and subject to the other terms and conditions hereof, the Borrowers may Company may, until the Facility B Revolving Termination Date, borrow under this subsection 2.01(bSection 2.1(b), prepay under Section 2.09 2.6 and reborrow under this subsection 2.01(bSection 2.1(b); provided further that no Facility B Loan to the -------- ------- Company shall be denominated in or payable in a currency other than Dollars. The aggregate of all Facility B Commitments hereunder on the date of this Agreement is $800,000,000.