Common use of Acquisition Loans Clause in Contracts

Acquisition Loans. Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.

Acquisition Loans. (a) Each Acquisition Loan Borrowing shall be in the minimum aggregate principal amount of One Million Dollars ($1,000,000) or Equivalent Amount in an Alternative Currency (or the amount of a Letter of Credit Borrowing or the remaining balance of the aggregate Acquisition Loan Commitments, if less) and an integral multiple thereof, and shall consist of Acquisition Loans of the same Type made by the applicable Acquisition Loan Lenders in accordance with their respective Pro Rata Share of Acquisition Loan Commitments except as otherwise set forth in Section 3.1(b), above; provided, however, that the failure of any Lender severally agreesto make any Acquisition Loan shall not relieve any other Lender of its obligation to lend hereunder. (b) Each Acquisition Loan Borrowing requested in Dollars shall be an ABR Borrowing or a Eurodollar Borrowing, subject and each Acquisition Loan Borrowing requested in Euros or Pounds Sterling shall be a Eurocurrency Borrowing or Pounds Sterling Borrowing, respectively, as the Company may request, in a Request for Borrowing delivered to the limitations set forth below Agent in accordance with Section 3.3. Each Acquisition Loan Lender may fulfill its Acquisition Loan Commitment with respect to any Eurodollar, Eurocurrency or Pounds Sterling Loan by causing, at its option, any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that the maximum amount exercise of such option shall not affect the obligation of the Company to repay such Loan in accordance with the terms hereof. Subject to the provisions of Section 3.3(b) and Section 5.9, Acquisition Loan Borrowings of more than one Type may be outstanding at the same time. (c) (i) Each applicable Acquisition Loan Lender shall make Acquisition Loans permitted equal to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its then Pro Rata Share of the aggregate Acquisition Loan Commitments, if any, by paying the amount required to the Agent in at its office in Chicago, Illinois in U.S. Dollars or, if in an Alternative Currency, to the Alternative Currency Agent in London and in immediately available funds not later than 1:00 p.m., Houston, Texas time, or London time, as applicable, on the proposed Borrowing Date and, subject to satisfaction of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is conditions set forth opposite its name in Article VIII, the Agent or the Alternative Currency Agent shall promptly, and in any event on SCHEDULE 2.1 annexed hereto and the aggregate original amount same day, credit the amounts so received to the general deposit account of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders Company, with said Agent, or such other depository account as shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time designated by the amount of Company or, if a Borrowing shall not occur on such date because any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment condition precedent herein specified shall expire on not have been met, return the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect so received to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Daterespective Lenders.

Acquisition Loans. Each Acquisition Domestic Lender severally agrees, ----------------- subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Closing Date to but excluding the Acquisition Loan Commitment Termination Conversion Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Revolving Loan Commitments to be used for the purposes identified in subsection 2.5C. 2.5B. The original amount of each Acquisition Lender's Acquisition Revolving Loan Commitment is set forth opposite its name on SCHEDULE Schedule 2.1 annexed hereto and the aggregate original amount of the ------------ Acquisition Revolving Loan Commitments is $25,000,000100,000,000; PROVIDED provided that the -------- Acquisition Revolving Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Revolving Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER and provided, further that the amount of the -------- ------- Acquisition Revolving Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Revolving Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that dateConversion Date; PROVIDED provided -------- that each Acquisition Lender's Acquisition Revolving Loan Commitment shall expire immediately and without further action on October July 31, 1998, 1998 if the Tranche B Domestic Term Loans are not purchased or made on or before that date. Amounts borrowed under this subsection 2.1A(v2.1A(iii) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Conversion Date. Anything contained in this Agreement to the contrary notwithstanding, prior to the Acquisition Loan Conversion Date, the Acquisition Loans shall in no event exceed the Acquisition Revolving Loan Commitments then in effect.

Acquisition Loans. Each Acquisition Lender severally agrees, subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Date to but excluding the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that (i) the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii), and (ii) the amount of the Acquisition Loan Commitments may be increased pursuant to subsection 2.1A(vii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Date.

Acquisition Loans. Each Acquisition Lender severally agrees, On the terms and subject to the limitations conditions set forth below in this Agreement, and provided there does not then exist a Default or an Event of Default, each Lender with respect an Acquisition Loan Commitment, severally and for itself alone, agrees to make in Dollars such Lender’s Pro Rata Share of revolving acquisition loans (such loans are collectively called “Acquisition Loans” and individually called an “Acquisition Loan”) to the maximum Borrower from time to time on and after the Closing Date and prior to the Credit Termination Date, so long as the aggregate amount of such advances outstanding at any time to the Borrower do not exceed the Acquisition Loan Availability at such time. The aggregate outstanding principal amount of Acquisition Loans permitted as of the date hereof and immediately prior to giving effect to any advances of Acquisition Loans (if any) to be outstanding made on the Closing Date is equal to zero Dollars ($0.00). The Borrower shall have the right to repay and reborrow any of the Acquisition Loans without premium or penalty (subject to Section 3.4 hereof); provided, however, that it shall be a condition precedent to any reborrowing that as of the date of any reborrowing (any such date herein called a “Borrowing Date”) all of the conditions to borrowing set forth in Section 5.2 of this Agreement shall be satisfied and all representations and warranties made herein shall be true and correct in all material respects (without duplication of materiality, as applicable) as of such Borrowing Date. The payment obligations of the Borrower to the Lenders and Administrative Agent hereunder are and shall be joint and several as provided in Section 12.21 hereof. The failure of any Lender to make a requested Acquisition Loan on any date shall not relieve any other Lender of its obligation to make an Acquisition Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Acquisition Loan to be made by such other Lender. Each Lender’s obligation to fund any Acquisition Loan shall be limited to such Lender’s Pro Rata Share of the Acquisition Loan Commitment. (a) Each advance to the Borrower under this Section 2.2 shall be in integral multiples of Fifty Thousand Dollars ($50,000) and shall, on the day of such advance, be deposited, in immediately available funds, in the Borrower’s demand deposit account with the Administrative Agent, or in such other account as the Borrower Agent may, from time to time, to lend to Company designate in writing with the Administrative Agent’s approval. DM3\3743049.7 (b) [Intentionally Omitted]. (c) At the request of the applicable Lender, the Acquisition Loans shall be evidenced by a separate promissory note or amended and restated promissory note (hereinafter, as the same may be amended, restated, modified or supplemented from time to time during time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the period from the Merger Date to but excluding the “Acquisition Loan Commitment Termination Date an aggregate Note(s)”), duly executed and delivered by the Borrower, substantially in the form set forth in Exhibit B attached hereto, with appropriate insertions, dated the Closing Date, jointly and severally payable to the order of each Lender, respectively, in the principal amount not exceeding its equal to such Lender’s Pro Rata Share of the aggregate amount Maximum Acquisition Loan Facility. THE PROVISIONS OF THE ACQUISITION LOAN NOTES NOTWITHSTANDING, THE ACQUISITION LOAN OUTSTANDING, AND ALL INTEREST ACCRUED THEREON AND OTHER LIABILITIES WITH RESPECT THERETO, SHALL BECOME IMMEDIATELY DUE AND PAYABLE ON A JOINT AND SEVERAL BASIS UPON THE EARLIEST TO OCCUR OF: (X) STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 11.2 HEREOF; AND (Z) TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS. (d) Accrued interest on the Acquisition Loans shall be due and payable and shall be made by the Borrower to the Administrative Agent in accordance with Section 2.7 hereof. Interest payments on the Acquisition Loans shall be computed using the interest rate then in effect and based on the outstanding principal balance of the Acquisition Loan Commitments to be used for Loans. On the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and Credit Termination Date, the aggregate original amount outstanding principal balance of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders Loans shall be adjusted to give effect to immediately due and payable, together with any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Dateremaining accrued interest thereon.

Acquisition Loans. Each Acquisition Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Documents, each Lender severally agreesseverally, subject but not jointly, agrees to the limitations set forth below with respect make non-revolving loans (each such Loan an "ACQUISITION LOAN") to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company Borrower from time to time on any Business Day during the period from the Merger Conditions Effective Date to but excluding the Acquisition Loan Commitment Facility Drawdown Termination Date Date, in an aggregate amount not exceeding its to exceed at any time outstanding the amount of such Lender's Pro Rata Share of one or more Borrowings not to exceed such Lender's Acquisition Facility Commitment; provided that, each such Borrowing must occur on a Business Day and no later than the aggregate amount Acquisition Facility Drawdown Termination Date. If all or any portion of the Acquisition Loan Commitments to Principal Debt is paid or prepaid, then the amount so paid or prepaid may not be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount reborrowed. Any portion of the Acquisition Loan Commitments is $25,000,000; PROVIDED Facility Commitment that remains undisbursed after the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments Facility Drawdown Termination Date shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) zero and 2.4B(iii)cancelled on such date. Each Acquisition Lender's The Acquisition Loan Commitment shall expire on may consist of Base Rate Loans or Eurodollar Rate Loans, as further provided herein; PROVIDED, HOWEVER, the initial disbursement under the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments Facility shall be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Dateas a Base Rate Loan.

Acquisition Loans. Each Acquisition Lender severally agrees, subject Subject to the limitations terms and conditions set forth below with respect in this Agreement (including the conditions precedent set forth in SECTION 4.3), each Lender hereby severally and not jointly agrees to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company make from time to time during on each Acquisition Closing Date, revolving loans, in Dollars, to the period Borrower which shall convert into term loans (individually, an "ACQUISITION LOAN" and collectively, the "ACQUISITION LOANS") from time to time in an amount not to exceed such Lender's Pro Rata Share of Acquisition Loan Availability at such time; PROVIDED, HOWEVER, at no time shall the Merger aggregate outstanding Acquisition Loans exceed the Aggregate Acquisition Loan Commitment. Subject to the terms and conditions set forth in this Agreement (including the conditions precedent set forth in SECTION 4.3), the Borrower may borrow, repay and reborrow Acquisition Loans at any time on or prior to the Conversion Date in connection with any Acquisition approved by the Required Lenders under SECTION 4.3. The initial Acquisition Loans to but excluding the Borrower shall be Floating Rate Loans and thereafter may be continued as Floating Rate Loans or converted into Eurodollar Loans in the manner provided in SECTION 2.10 and subject to the other conditions and limitations therein set forth and set forth in ARTICLE II. On the Conversion Date, the Acquisition Loans shall automatically convert to term loans and be repaid in accordance with SECTION 2.1(e)(ii). All Acquisition Loans shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Acquisition Loan hereunder nor shall the Acquisition Loan Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Loan Commitments to be used for the purposes identified in subsection 2.5C. The original amount of each Acquisition Lender's Acquisition Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate original amount of the Acquisition Loan Commitments is $25,000,000; PROVIDED that the Acquisition Loan Commitments of the Acquisition Lenders shall be adjusted to give effect to any assignments of the Acquisition Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER that the amount of the Acquisition Loan Commitments shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall Lender be paid in full no later than that date; PROVIDED that each Acquisition Lender's Acquisition Loan Commitment shall expire immediately and without further action on October 31, 1998, if the Tranche B Term Loans are not made on increased or before that date. Amounts borrowed under this subsection 2.1A(v) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Datedecreased as a result of any such failure.

Acquisition Loans. Each Acquisition Domestic Lender severally agrees, ----------------- subject to the limitations set forth below with respect to the maximum amount of Acquisition Loans permitted to be outstanding from time to time, to lend to Company from time to time during the period from the Merger Closing Date to but excluding the Acquisition Loan Commitment Termination Conversion Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Acquisition Revolving Loan Commitments to be used for the purposes identified in subsection 2.5C. 2.5B. The original amount of each Acquisition Lender's Acquisition Revolving Loan Commitment is set forth opposite its name on SCHEDULE Schedule 2.1 annexed hereto and the aggregate ------------ original amount of the Acquisition Revolving Loan Commitments is $25,000,000100,000,000; PROVIDED provided that the Acquisition Revolving Loan Commitments of the Acquisition Lenders -------- shall be adjusted to give effect to any assignments of the Acquisition Revolving Loan Commitments pursuant to subsection 10.1B; PROVIDED FURTHER and provided, -------- further that the amount of the Acquisition Revolving Loan Commitments ------- shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsections 2.4A(ii), 2.4B(ii) and 2.4B(iii). Each Acquisition Lender's Acquisition Revolving Loan Commitment shall expire on the Acquisition Loan Commitment Termination Date and all Acquisition Loans and all other amounts owed hereunder with respect to the Acquisition Loans and the Acquisition Loan Commitments shall be paid in full no later than that dateConversion Date; PROVIDED provided that each Acquisition Lender's -------- Acquisition Revolving Loan Commitment shall expire immediately and without further action on October July 31, 1998, 1998 if the Tranche B Domestic Term Loans are not purchased or made on or before that date. Amounts borrowed under this subsection 2.1A(v2.1A(iii) may be repaid and reborrowed to but excluding the Acquisition Loan Commitment Termination Conversion Date. Anything contained in this Agreement to the contrary notwithstanding, prior to the Acquisition Loan Conversion Date, the Acquisition Loans shall in no event exceed the Acquisition Revolving Loan Commitments then in effect.