Common use of Amount and Terms of Commitments Clause in Contracts

Amount and Terms of Commitments. 2.1 Term Loan Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the Tranche A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Agent in accordance with Sections 2.2 and 2.11.

Amount and Terms of Commitments. 2.1 Term Loan Commitments. . (a) Subject to the terms and conditions hereof, (ai) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (a "Tranche A “Term Loan"”) to the Borrower in Dollars on the Initial Closing Date in an amount equal not to exceed the amount of the Tranche A Term Loan Commitment of such Lender, (bii) each Tranche B 2017 Incremental Term Loan A Lender severally agrees to extend credit make a 2017 Incremental Term Loan A to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing 2017 Incremental Amendment Effective Date in an amount equal not to exceed the amount of the Term Commitment of such 2017 Incremental Term Loan A Lender (which loans shall be deemed to be an increase in the aggregate amount of term loans made on the Initial Closing Date pursuant to clause (i) above) and (iii) each 2017 Incremental Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit make 2017 Incremental Tranche B Term Loans to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing 2017 Incremental Amendment Effective Date in an amount equal not to exceed the amount of the Tranche C Term Loan Commitment of such 2017 Incremental Tranche B Term Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.112.10. (i) The Borrower may at any time or from time to time after the Initial Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans (the “Incremental Term Loans” and such borrowing, an “Incremental Extension of Credit”); provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment (other than with respect to Incremental Term Loans the proceeds of which are intended to fund in whole or part any acquisition permitted by this Agreement (including any refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension of Indebtedness in connection therewith)) referred to below, no Default or Event of Default shall exist. Each Incremental Extension of Credit shall be in an aggregate principal amount that is not less than $5,000,000 or such lower amount if such amount represents all remaining availability under the limit set in this Section 2.1(b). Notwithstanding anything to the contrary herein, the aggregate amount of any Incremental Extension of Credit, when taken together with all other Incremental Extensions of Credit and all Revolving Commitment Increases, shall not exceed (x) $750,000,000 plus (y) in the event the Term Loan B Facility is incurred as anaggregate principal amount of the 2017 Incremental Tranche B Term Loans and the 2017 Incremental Term Loan, $1,375,000,000 A plus (z) an additional unlimited amount, provided, that in the case of this clause (z), (A) at the time of incurrence (or the making of commitments if not drawn in full when committed) on a Pro Forma Basis (assuming that any such Incremental Extensions of Credit are drawn in full and excluding the cash proceeds of such Incremental Extension of Credit), the Consolidated Secured Leverage Ratio does not exceed 3.50 to 1.00 as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or 6.1(b) and (B) committed but undrawn amounts for which the requirements in clause (A) are met when committed shall subsequently be available to be drawn without a need to meet such requirements. The Incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans. The Incremental Term Loans (i) shall not mature earlier than the Revolving Termination Date and shall have a Weighted Average Life to Maturity no shorter than the Weighted Average Life to Maturity of the Term Loans (except by virtue of amortization of or prepayment of the Term Loans and prepayments of scheduled amortization prior to such date of determination) and (ii) except as set forth above and below, other than in the case of the Term Loan B Facility, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments); provided that (x) the interest rates (subject to the immediately following proviso) and amortization schedule (subject to clause (i) above) applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof and (y) to the extent such terms applicable to the Incremental Term Loans are not consistent with the then existing Term Loans (except as permitted by the immediately preceding clause (x)) such terms shall be mutually agreed to by the Borrower and the Administrative Agent.; provided further that the Yield applicable to any Incremental Term Loans incurred on or prior to the date that is 18 months following the 2017 Incremental Amendment Effective Date may not be more than 0.50% higher than the Yield applicable to the 2017 Incremental Tranche B Term Loans unless the Applicable Margin with respect to the 2017 Incremental Tranche B Term Loans is adjusted to the extent necessary to be equal to the Yield with respect to such Incremental Term Loans, minus 0.50%. (ii) Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Term Commitment, an “Increasing Term Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Term Lender”); provided that (i) each Augmenting Term Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld) and (ii) (x) in the case of an Increasing Term Lender, the Borrower and such Increasing Term Lender execute an agreement substantially in the form of Exhibit G hereto, and (y) in the case of an Augmenting Term Lender, the Borrower and such Augmenting Term Lender execute an agreement substantially in the form of Exhibit H hereto. For the avoidance of doubt, no existing Lender will be required to provide any Incremental Term Loans and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for any Incremental Term Loans. (iii) Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such Commitment, if any, each Increasing Term Lender, if any, each Augmenting Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section; provided that any amendments included in any Incremental Amendment meant to effect changes not relating to this Section 2.1 shall require the vote of the Lenders as described in Section 10.1 hereof. Except with respect to the Term Loans B Facilitymade on the 2017 Incremental Amendment Effective Date, the making of any loans pursuant to any Incremental Amendment shall not be effective unless on the date thereof (each, an “Incremental Facility Closing Date”), after giving effect to such Incremental Extension of Credit (i) the conditions set forth in Section 5.2 are satisfied; provided that with respect to Incremental Term Loans used to finance an acquisition (or refinance, replace, modify, repay, redeem, refund, renew or extend Indebtedness in connection therewith) or to refinance, replace, modify, repay, redeem, refund, renew or extend Indebtedness permitted by this Agreement, as of the date of consummation of such acquisition or refinancing, replacement, modification, repayment, redemption, refunding, renewal or extension of such Indebtedness, (x) the only representations and warranties that are required to be true as a condition to the borrowing of such Incremental Term Loans are the Limited Conditionality Representations and (y) no payment Event of Default shall have occurred and be continuing, (ii) subject to Section 1.2(e), the Borrower shall be in compliance with Section 7.1, (iii) the Administrative Agent shall have received documents consistent with those delivered on the Initial Closing Date under Section 5.1(f) as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase, and (iv) such other conditions as the Borrower and the Lender(s) of Incremental Term Loans may agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. (c) Notwithstanding any provision herein to the contrary, in the event the Term Loan B Facility is incurred as an incremental Term Loan, the Term Loan B Facility2017 Incremental Tranche B Term Facility (and any refinancing, replacement or amendment thereof) shall be permitted to (i) have different interest margins, pricing and associated call and rate protection than those applicable to the Tranche A Term Loans hereunder, (ii) have customary (as determined in good faith by the Borrower in consultation with the Administrative Agent) amortization and mandatory prepayment provisions for “Term Loan B” facilities (or, to the extent applicable, such amortization and mandatory prepayment provisions as are customary for any other senior secured term loan facility incurred in lieu of all or a portion of the Term Loan2017 Incremental Tranche B Term Facility), (iii) have covenants and events of default that are different from the covenants applicable to the Tranche A Term Loans hereunder (so long as such covenants are not more restrictive than those applicable to the Tranche A Term Loans hereunder), (iv) have different voting rights (so long as such voting rights do not adversely modify the voting rights otherwise applicable to the Lenders hereunder (it being understood that lenders under the Term Loan2017 Incremental Tranche B Term Facility may be included in the determination of Required Lenders)) from the voting rights applicable to the Tranche A Term Loans hereunder and/or (v) have any other terms applicable to the “Term Loan B Facility” as set forth in the Commitment Letter, dated as of January 5, 2017, among the Borrower, JPMorgan Chase Bank, N.A., Xxxxxxx Xxxxx Bank USA and the other parties thereto.

Amount and Terms of Commitments. 2.1 Commitments; Increases in the Tranche A Term Loan Commitments. Facility and the Revolving Facility; Incremental Term Loans. (a) Subject to the terms and conditions hereof, (ai) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at parmake one or more term loans (each, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on to the Closing Date Borrower in an aggregate amount equal not to exceed the amount of the Tranche A Term Loan Commitment of such Lender, (bii) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (each, a "Tranche B Term Loan") on to the Closing Date Borrower in an amount equal not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ciii) each Tranche C Incremental Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at parmake one or more term loans (each, indirectly through Societe Generale, from the Existing Lenders a term loan (a an "Tranche C Incremental Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this extent provided in Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference2.1(c). The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.112.10. Except as otherwise provided in Section 2.1(c), Tranche A Term Loans may only be made during the period (the "Tranche A Commitment Period") from and including the Closing Date to the date that is 18 months thereafter (such date, the "Tranche A Commitment Termination Date"); provided, that $150,000,000 of the Tranche A Term Commitments must be used (if at all) on or prior to the first anniversary of the Closing Date. The Tranche A Term Commitments shall automatically be permanently reduced by the amount of any borrowing thereunder. Any unutilized Tranche A Term Commitments shall automatically terminate on the Tranche A Commitment Termination Date. Tranche B Term Loans may only be made on the Closing Date. (b) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans ("Revolving Loans") to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender's Revolving Commitment. During the Revolving Commitment Period the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. Notwithstanding anything to the contrary in this Agreement, the Borrower may not borrow more than $25,000,000 of Revolving Loans prior to the later to occur of (i) the date on which the Tranche A Term Facility shall have been fully utilized or is no longer available and (ii) the date on which at least $425,000,000 of cash held by Holdings on January 1, 2000 shall have been contributed to the Borrower or any of the Borrower's Subsidiaries. (c) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Tranche A Term Loans, Tranche A Term Commitments, Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3, and (z) the Applicable Margin for such Incremental Term Loans. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) the aggregate amount of borrowings of Incremental Term Loans shall not exceed an amount equal to (x) $300,000,000 minus (y) the aggregate amount of incremental Tranche A Term Loans, incremental Tranche A Term Commitments or incremental Revolving Commitments obtained pursuant to this paragraph, (ii) the aggregate amount of incremental Tranche A Term Loans, incremental Tranche A Term Commitments and/or incremental Revolving Commitments obtained pursuant to this paragraph shall not exceed $200,000,000, (iii) incremental Tranche A Term Loans, incremental Tranche A Term Commitments, Incremental Term Loans and incremental Revolving Commitments may not be made, obtained or increased on or after the second anniversary of the Closing Date or after the occurrence and during the continuation of a Default or Event of Default, (iv) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (v) no more than five Increased Facility Closing Dates may be selected by the Borrower during the term of this Agreement. Any incremental Tranche A Term Loans, incremental Tranche A Term Commitments, Incremental Term Loans and incremental Revolving Commitments shall be governed by this Agreement and the other Loan Documents and be on terms no more restrictive when viewed as a whole than those set forth herein and therein. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Notwithstanding the foregoing, no increase described in this paragraph may be made or obtained unless and until the Borrower has delivered to the Administrative Agent revised Projections taking into account such increase. (d) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1(c) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of Exhibit D-1, whereupon such bank, financial institution or other entity (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (e) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date (other than in respect of Incremental Term Loans), the Borrower shall borrow Tranche A Term Loans under the increased Tranche A Term Facility, or shall borrow Revolving Loans under the increased Revolving Commitments, as the case may be, from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Amount and Terms of Commitments. 2.1 Term Loan Commitments. Subject to the terms and conditions hereof:, (a) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the Tranche A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at parto, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(athe First Amendment, make a Tranche B Term Loan in Dollars to the Borrower on the First Amendment Effective Date, in an amount not to exceed the amount of the Tranche B Term Commitment of such Lender. The Tranche B Term (a) Each Lender that holds an Existing Tranche B Term Loan and executes and delivers a Lender Addendum to this Agreement as a Continuing Term Lender (i) agrees to continue its Existing Tranche B Term Loans that would otherwise have been prepaid with the proceeds of the Tranche B Term Loans (or, subject to allocation by the Lead Left Arranger in consultation with the Borrower, any such lesser amount) as Tranche B Term Loans, in lieu of prepayment of its Existing Tranche B Term Loans (such continued Tranche B Term Loans, the “Continued Term Loans”; and each such Lender, a “Continuing Term Lender”), on the Restatement Effective Date in a principal amount equal to such Continuing Term Lender’s Tranche B Term Commitment minus, if applicable, such Continuing Term Lender’s Supplemental Commitment (as defined below), (ii) agrees to all terms and provisions of this Agreement (including, for the avoidance of doubt, all amendments to the Existing Credit Agreement set forth in this Agreement) and 2(b) of the Assignment to be a party to this Agreement as a Lender and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The a Tranche B Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Agent in accordance with Sections 2.2 and 2.11Lender.

Amount and Terms of Commitments. 2.1 Term Loan Commitments. TERM COMMITMENTS; PROCEDURE FOR TERM LOAN BORROWING. (a) Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (a "Tranche A Term LoanTERM LOAN") to the U.S. Borrowers on the Closing Date in an amount equal not to exceed the amount of the Tranche A Term Loan Commitment of such Term Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower NSP and notified to the Administrative Agent in accordance with Sections 2.2 2.1(b) and 2.112.10. (b) NSP shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 P.M., New York City time, one Business Day prior to the anticipated Closing Date) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. The Term Loans made on the Closing Date shall initially be ABR Loans, and, unless otherwise agreed by the Administrative Agent in its sole discretion, no Term Loan may be made as, converted into or continued as a Eurodollar Loan having an Interest Period in excess of one month prior to the date that is the earlier of (x) 10 days after the Closing Date and (y) the date the Administrative Agent and the Syndication Agent notify NSP that the syndication of the Loans has closed, PROVIDED that, during the 10-day period described in the foregoing clause (x), NSP may (anything in the definition of the term "Interest Period" to the contrary notwithstanding) select Interest Periods that end on or before the last day of such 10-day period so long as Interest Periods of the selected length are available to all Term Lenders. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 Noon, New York City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan or Term Loans to be made by such Lender, PROVIDED, HOWEVER, that, in the case of any Term Lender which is an Existing Lender, such Term Lender shall only be required so to make available to the Administrative Agent an amount equal to the excess, if any, of its Term Commitment over its Term Loan outstanding under the Existing Credit Agreement and it shall be entitled to credit such existing Term Loan against its obligation to make its Term Loan under its Term Loan Commitment. The Administrative Agent shall transfer to the account of the Borrowers specified by NSP the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

Amount and Terms of Commitments. 2.1 Term Loan Commitments. (a) (a) The Original Term Loans were made to the Borrower on the Closing Date. Subject to the terms and conditions hereof, (a) each Tranche A Replacement Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (or, in the case of a Continuing Term Lender, pursuant to clause (b), elect to convert all of such Continuing Term Lender's Original Term Loans) (the "Tranche A Replacement Term LoanLoans") to the Borrower on the Closing First Amendment Effective Date in an amount equal not to exceed the amount of the Tranche A Replacement Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans may from time to time be Eurodollar Loans or ABR Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.112.13. (b) In connection with the making of the Replacement Term Loans pursuant to clause (a) above, by delivering written notice to the Administrative Agent on or prior to the First Amendment Effective Date, any Continuing Term Lender may elect to make all of such Lender's Replacement Term Loan requested by the Borrower to be made on the First Amendment Effective Date by converting all of the outstanding principal amount of the Original Term Loans held by such Lender into Replacement Term Loans in a principal amount equal to the amount of the loans so converted (each, a "Converted Original Term Loan"). On the First Amendment Effective Date, the Converted Original Term Loans shall be converted for all purposes of this Agreement into Replacement Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Original Term Loans converted into Replacement Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section shall specify the amount of such Lender's Replacement Term Loan Commitment and the principal amount of the Original Term Loans held by such Lender that are to be converted into Replacement Term Loans. Converted Term Loans shall constitute Replacement Term Loans for all purposes of this Agreement. (c) The Term Loan Refinancing shall not extinguish the Original Term Loans; provided that the Original Term Loans will be refinanced with the proceeds of the Replacement Term Loans. Nothing herein contained shall be construed as a substitution or novation of the Original Term Loans, which shall remain outstanding after the First Amendment Effective Date as Replacement Term Loans. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and 10.5 as in effect immediately prior to the First Amendment Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the First Amendment Effective Date. (d) The aggregate principal amount of all Revolving Credit Loans, all Swing Line Loans and all Letters of Credit outstanding under the Credit Agreement on the First Amendment Effective Date shall continue to be outstanding.

Amount and Terms of Commitments. 2.1 Term Loan Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the Tranche A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject Subject to the terms and conditions set forth in Sections 2(athis Agreement, during the Certain Funds Period, each Lender with a 3-Year Tranche Term Commitment severally agrees to make, Convert and Continue loans in Sterling (each such loan, a “3-Year Sterling Tranche Term Loan”) or, if requested by Borrower, in Dollars (each such loan, a “3-Year Dollar Tranche Term Loan”) in such amounts and 2(b) of the Assignment and Acceptance attached hereto currency as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans Borrower may from time to time request; provided, however, that (i) the Sterling Amount of the 3-Year Tranche Term Loans to be Eurodollar made by any Lender at any time shall not exceed such Xxxxxx’s 3-Year Tranche Term Commitment at such time and (ii) to the extent that any of the three (3) draws permitted pursuant to Section 2.01(c) include different currencies, the 3-Year Term Loans shall be subdivided into separate tranches. 3-Year Tranche Term Loans borrowed pursuant to this Section 2.01(a) and repaid or ABR Loansprepaid may not be reborrowed. Upon (i) the making of any 3-Year Sterling Tranche Term Loan by a Lender, as determined such Lender’s 3-Year Tranche Term Commitment shall be permanently reduced by the Borrower Sterling Amount of such 3-Year Tranche Term Loan and notified (ii) the making of any 3-Year Dollar Tranche Term Loan by a Lender, such Lender’s 3-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount (which shall be determined based on the applicable Exchange Rate as of the date of the delivery of the Request for Extension of Credit under Section 2.02(a)) of such 3-Year Dollar Tranche Term Loan. (b) Subject to the Agent terms and conditions set forth in accordance this Agreement, during the Certain Funds Period, each Lender with Sections 2.2 a 5-Year Tranche Term Commitment severally agrees to make, Convert and 2.11Continue loans in Sterling (each such loan, a “5-Year Sterling Tranche Term Loan”) or, if requested by Borrower, in Dollars (each such loan, a “5-Year Dollar Tranche Term Loan”) in such amounts as Borrower may from time to time request; provided, however, that (i) the Sterling Amount of the 5-Year Tranche Term Loans to be made by any Lender at any time shall not exceed such Lender’s 5-Year Tranche Term Commitment at such time and (ii) to the extent that any of the three (3) draws permitted pursuant to Section 2.01(c) include different currencies, the 5-Year Term Loans shall be subdivided into separate tranches. 5-Year Tranche Term Loans borrowed pursuant to this Section 2.01(b) and repaid or prepaid may not be reborrowed. Upon (i) the making of any 5-Year Sterling Tranche Term Loan by a Lender, such Lender’s 5-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount of such 5-Year Tranche Term Loan and (ii) the making of any 5-Year Dollar Tranche Term Loan by a Lender, such Lender’s 5-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount (which shall be determined based on the applicable Exchange Rate as of the date of the delivery of the Request for Extension of Credit under Section 2.02(a)) of such 5-Year Dollar Tranche Term Loan. (c) Notwithstanding the foregoing, the Loans hereunder shall be available to be drawn on no more than three occasions (in the aggregate) during the Certain Funds Period; provided that borrowings of 3-Year Tranche Term Loans and 5-Year Tranche Term Loans funded in connection with one Request for Extension of Credit shall be deemed to constitute one drawing for purposes of this Section 2.01(c); provided, further that in the event that any Lender shall have failed to make any Loan of a Class required to be made by it under Section 2.01, and the Borrower shall request an additional borrowing of Loans of such same Class, the Borrower shall not be deemed to have requested an additional Borrowing. With respect to any such Borrowing, Borrower may select from which Class or Classes of Commitments such Loans are to be made.

Amount and Terms of Commitments. 2.1 2.1. Commitments; Increases in the Tranche A Term Loan Commitments. Facility and the Revolving Facilities; Incremental Term Loans. (a) Subject to the terms and conditions hereof, (ai) each Existing Tranche A Term Loan Lender severally agrees to extend credit to maintain hereunder, in the Borrower by purchasing at par, indirectly through Societe Generale, from the form of an "Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the , its Tranche A Term Loan Commitment of such Lenderunder and as defined in the Existing Credit Agreement, as specified on Schedule 1.1, (bii) each Restatement Tranche A Term Lender severally agrees to maintain hereunder, in the form of a "Restatement Tranche A Term Loan", its Tranche A Term Loan under and as defined in the Existing Credit Agreement, as specified on Schedule 1.1, (iii) each Tranche B Term Loan Lender severally agrees to extend credit to maintain hereunder, in the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (form of a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the , its Tranche B Term Loan Commitment of such Lender under and as defined in the Existing Credit Agreement, and (civ) each Tranche C Incremental Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at parmake one or more term loans (each, indirectly through Societe Generale, from the Existing Lenders a term loan (a an "Tranche C Incremental Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this extent provided in Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference2.1(c). The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.112.10. (b) Subject to the terms and conditions hereof, each Existing Revolving Lender severally agrees to make revolving credit loans ("Existing Revolving Loans") to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender's Existing Revolving Commitment. Subject to the terms and conditions hereof, each Restatement Revolving Lender severally agrees to make revolving credit loans ("Restatement Revolving Loans") to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender's Restatement Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender's Restatement Revolving Commitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (c) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Tranche A Term Loans, Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3, and (z) the Applicable Margin for such Incremental Term Loans. Notwithstanding the foregoing, without the consent of the Majority Lenders, (i) the aggregate amount of borrowings of Incremental Term Loans shall not exceed an amount equal to (w) $300,000,000 plus (x) the aggregate principal amount of optional prepayments of Term Loans made after the Restatement Effective Date pursuant to Section 2.8 or optional reductions of the Revolving Commitments made after the Restatement Effective Date pursuant to Section 2.7 (provided that the amount described in this clause (x) shall not exceed $100,000,000) minus (y) the aggregate amount of incremental Tranche A Term Loans or incremental Revolving Commitments obtained after the Restatement Effective Date pursuant to this paragraph, (ii) the aggregate amount of incremental Tranche A Term Loans and incremental Revolving Commitments obtained after the Restatement Effective Date pursuant to this paragraph shall not exceed $150,000,000, (iii) incremental Tranche A Term Loans may not be made on or after March 31, 2002, (iv) incremental Revolving Commitments under a particular Facility may not be obtained on or after the first date on which scheduled Commitment reductions are required under such Facility, (v) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $50,000,000 and (vi) no more than four Increased Facility Closing Dates may be selected by the Borrower after the Restatement Effective Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (d) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this Agreement in connection with any transaction described in Section 2.1(c) shall execute a New Lender Supplement (each, a "New Lender Supplement"), substantially in the form of (e) Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date (other than in respect of Incremental Term Loans), the Borrower shall borrow Tranche A Term Loans under the increased Tranche A Term Facility, or shall borrow Revolving Loans under the relevant increased Revolving Commitments, as the case may be, from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender). (f) Notwithstanding anything to the contrary in this Agreement, the Borrower with the consent of each affected Lender may replace up to $50,000,000 of Existing Revolving Commitments with Restatement Revolving Commitments (in which case each such Lender's Existing Tranche A Term Loan (if any) shall automatically be replaced by a Restatement Tranche A Term Loan) at any time during the period from the Restatement Effective Date to the date that is 30 days thereafter, in which case Schedule 1.1 shall be appropriately modified.

Amount and Terms of Commitments. 2.1 2.1. Commitments; Increases in the Tranche A Term Loan Commitments. Loans, the Tranche B Term Loans and the Revolving Facilities; Incremental Term Loans. (a) Subject to the terms and conditions hereof, (ai) each Existing Tranche A Term Lender severally agrees to maintain hereunder, in the form of an “Existing Tranche A Term Loan”, its Tranche A Term Loan under and as defined in the Existing Credit Agreement, as specified on Schedule 1.1, (ii) each Restatement Tranche A Term Lender severally agrees (x) to extend credit to maintain hereunder, in the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders form of a term loan (a "“Restatement Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the ”, its Tranche A Term Loan Commitment of such Lenderunder and as defined in the Existing Credit Agreement and/or (y) to maintain hereunder its “Restatement Tranche A Term Loan” made on the First Restatement Effective Date under the Existing Credit Agreement, in each case as specified on Schedule 1.1, (biii) each Tranche B Term Loan Lender severally agrees to extend credit to maintain hereunder, in the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders form of a term loan (a "“Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the ”, its Tranche B Term Loan Commitment of such Lender under and as defined in the Existing Credit Agreement, (civ) each Tranche C Existing Incremental Term Loan Lender severally agrees to extend credit maintain hereunder, in the form of an “Existing Incremental Term Loan”, its Incremental Term Loan outstanding under the Existing Credit Agreement, and (v) each other Incremental Term Lender severally agrees to make one or more term loans (each, together with each Existing Incremental Term Loan, an “Incremental Term Loan”) to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date extent provided in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference2.1(c). The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Funding Agent in accordance with Sections 2.2 and 2.112.10. (b) Subject to the terms and conditions hereof, each Existing Revolving Lender severally agrees to make revolving credit loans (“Existing Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which does not exceed the amount of such Lender’s Existing Revolving Commitment. Subject to the terms and conditions hereof, each Restatement Revolving Lender severally agrees to make revolving credit loans (“Restatement Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Restatement Revolving Percentage of the sum of (i) the L/C Obligations then outstanding and (ii) the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Restatement Revolving Commitment. During the Revolving Commitment Period, the Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Funding Agent in accordance with Sections 2.2 and 2.10. (c) The Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Tranche A Term Loans, Tranche B Term Loans, Incremental Term Loans or Revolving Commitments, as applicable, by executing and delivering to the Administrative Agents an Increased Facility Activation Notice specifying (i) the amount of such increase and the Facility or Facilities involved, (ii) the applicable Increased Facility Closing Date and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Maturity Date, (y) the amortization schedule for such Incremental Term Loans, which shall comply with Section 2.3, and (z) the Applicable Margin for such Incremental Term Loans. Notwithstanding the foregoing, without the consent of the Required Lenders, (i) incremental Tranche A Term Loans under a particular Facility may not be obtained on or after the first date on which scheduled installments are payable under such Facility, (ii) incremental Revolving Commitments under a particular Facility may not be obtained on or after the first date on which scheduled Commitment reductions are required under such Facility, (iii) the aggregate amount of borrowings of Incremental Term Loans (excluding Existing Incremental Term Loans) shall not exceed an amount equal to (x) $100,000,000 plus (y) the aggregate principal amount of optional prepayments of Term Loans made after the First Restatement Effective Date pursuant to Section 2.8 or optional reductions of the Revolving Commitments made after the First Restatement Effective Date pursuant to Section 2.7 (provided that the amount described in this clause (y) shall not exceed $500,000,000) minus (z) the aggregate amount of incremental Tranche A Term Loans or incremental Revolving Commitments obtained after the First Restatement Effective Date pursuant to this paragraph, (iv) the aggregate amount of incremental Tranche A Term Loans and incremental Revolving Commitments obtained after the First Restatement Effective Date pursuant to this paragraph shall not exceed $250,000,000, (v) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $100,000,000 and (vi) no more than four Increased Facility Closing Dates may be selected by the Borrower after the First Restatement Effective Date. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (d) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agents (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.1(c) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit D-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (e) Unless otherwise agreed by the Administrative Agents, on each Increased Facility Closing Date (other than in respect of Incremental Term Loans), the Borrower shall borrow Term Loans under the relevant increased Facility, or shall borrow Revolving Loans under the relevant increased Revolving Commitments, as the case may be, from each Lender participating in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between the Borrower and the relevant Lender).

Amount and Terms of Commitments. 2.1 Term Loan Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an amount equal to the amount of the Tranche A Term Loan Commitment of such Lender, (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject Subject to the terms and conditions set forth in Sections 2(athis Agreement, during the Certain Funds Period, each Lender with a 3-Year Tranche Term Commitment severally agrees to make, Convert and Continue loans in Sterling (each such loan, a “3-Year Sterling Tranche Term Loan”) or, if requested by Borrower, in Dollars (each such loan, a “3-Year Dollar Tranche Term Loan”) in such amounts and 2(b) of the Assignment and Acceptance attached hereto currency as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans Borrower may from time to time request; provided, however, that (i) the Sterling Amount of the 3-Year Tranche Term Loans to be Eurodollar made by any Lender at any time shall not exceed such Lender’s 3-Year Tranche Term Commitment at such time and (ii) to the extent that any of the three (3) draws permitted pursuant to Section 2.01(c) include different currencies, the 3-Year Term Loans shall be subdivided into separate tranches. 3-Year Tranche Term Loans borrowed pursuant to this Section 2.01(a) and repaid or ABR Loansprepaid may not be reborrowed. Upon (i) the making of any 3-Year Sterling Tranche Term Loan by a Lender, as determined such Lender’s 3-Year Tranche Term Commitment shall be permanently reduced by the Borrower Sterling Amount of such 3-Year Tranche Term Loan and notified (ii) the making of any 3-Year Dollar Tranche Term Loan by a Lender, such Lender’s 3-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount (which shall be determined based on the applicable Exchange Rate as of the date of the delivery of the Request for Extension of Credit under Section 2.02(a)) of such 3-Year Dollar Tranche Term Loan. (b) Subject to the Agent terms and conditions set forth in accordance this Agreement, during the Certain Funds Period, each Lender with Sections 2.2 a 5-Year Tranche Term Commitment severally agrees to make, Convert and 2.11Continue loans in Sterling (each such loan, a “5-Year Sterling Tranche Term Loan”) or, if requested by Borrower, in Dollars (each such loan, a “5-Year Dollar Tranche Term Loan”) in such amounts as Borrower may from time to time request; provided, however, that (i) the Sterling Amount of the 5-Year Tranche Term Loans to be made by any Lender at any time shall not exceed such Lender’s 5-Year Tranche Term Commitment at such time and (ii) to the extent that any of the three (3) draws permitted pursuant to Section 2.01(c) include different currencies, the 5-Year Term Loans shall be subdivided into separate tranches. 5-Year Tranche Term Loans borrowed pursuant to this Section 2.01(b) and repaid or prepaid may not be reborrowed. Upon (i) the making of any 5-Year Sterling Tranche Term Loan by a Lender, such Lender’s 5-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount of such 5-Year Tranche Term Loan and (ii) the making of any 5-Year Dollar Tranche Term Loan by a Lender, such Lender’s 5-Year Tranche Term Commitment shall be permanently reduced by the Sterling Amount (which shall be determined based on the applicable Exchange Rate as of the date of the delivery of the Request for Extension of Credit under Section 2.02(a)) of such 5-Year Dollar Tranche Term Loan. (c) Notwithstanding the foregoing, the Loans hereunder shall be available to be drawn on no more than three occasions (in the aggregate) during the Certain Funds Period; provided that borrowings of 3-Year Tranche Term Loans and 5-Year Tranche Term Loans funded in connection with one Request for Extension of Credit shall be deemed to constitute one drawing for purposes of this Section 2.01(c); provided, further that in the event that any Lender shall have failed to make any Loan of a Class required to be made by it under Section 2.01, and the Borrower shall request an additional borrowing of Loans of such same Class, the Borrower shall not be deemed to have requested an additional Borrowing. With respect to any such Borrowing, Borrower may select from which Class or Classes of Commitments such Loans are to be made.

Amount and Terms of Commitments. 2.1 Term Loan Commitments and LC/MD Commitments. . (a) Subject to the terms and conditions hereof, (ai) each Tranche A Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (a "Tranche A Term Loan") to the Borrower on the Closing Date in an amount equal not to exceed the amount of the Tranche A Term Loan Commitment of such Lender, (bii) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (a "Tranche B Term Loan") to the Borrower on the Closing Date in an amount equal not to exceed the amount of the Tranche B Term Loan Commitment of such Lender and (ciii) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders make a term loan (a "Tranche C Term Loan") to the Borrower on the Closing Date in an amount equal not to exceed the amount of the Tranche C Term Loan Commitment of such Lender (b) Subject to the terms and conditions hereof, each LC/MD Lender severally agrees to make LC/MD Reimbursement Loans upon the occurrence of any drawing under the NJ Letter of Credit to the extent contemplated by Section 3.5 in an aggregate amount not to exceed the amount of the LC/MD LC Commitment of such Lender. Each purchase by a Term Loan LenderIn addition, indirectly through Societe Generaleafter the date (the "NJ LC Termination Date") on which the NJ Letter of Credit has expired or otherwise been terminated or on which the full amount available thereunder has been drawn, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth hereof, each LC/MD Lender severally agrees to make term loans ("LC/MD Term Loans") to the Borrower from time to time to the extent, but only to the extent, of any remaining LC/MD Term Commitment of such Lender as in Sections 2(a) and 2(b) effect immediately prior to the making of the Assignment relevant LC/MD Term Loan. The obligation of the LC/MD Lenders to make LC/MD Term Loans shall terminate on the date (the "LC/MD Scheduled Termination Date") that is the earlier of (i) the later of (x) September 30, 2000 and Acceptance attached hereto as Exhibit E(y) the date that is 90 days after the NJ LC Termination Date and (ii) March 30, which terms and conditions 2004. The LC/MD LC Commitments shall automatically be deemed incorporated herein permanently reduced by referencethe principal amount of any LC/MD Reimbursement Loans created hereunder. The LC/MD LC Commitments shall terminate on the NJ LC Termination Date. The LC/MD Term Commitments shall automatically be permanently reduced by the principal amount of any LC/MD Reimbursement Loans or LC/MD Term Loans borrowed hereunder. The LC/MD Term Commitments shall terminate on the LC/MD Scheduled Termination Date. (c) The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 2.4, 2.5 and 2.112.12.

Amount and Terms of Commitments. 2.1 Term Loan CommitmentsRevolving Commitments (a). Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend make revolving credit loans (“Revolving Loans”) to each Borrower from time to time on any Business Day during the Commitment Period, at such times as such Borrower by purchasing at parmay request in accordance with Section 2.2, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Closing Date in an aggregate principal amount equal at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding to both Borrowers, does not exceed the amount of the Tranche A Term Loan Commitment of such Lender’s Commitment; provided, however, that (bi) each Tranche B Term no Revolving Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to a Borrower to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans made to such Borrower would exceed the Borrowing Base A Limit applicable to such Borrower, (iii) Borrowing Base A Loans may be borrowed by either Borrower and Borrowing Base B Loans may only be borrowed by KECS, (iv) no Borrowing Base B Loans shall be made to KECS to the extent that the aggregate amount of all Borrowing Base B Loans made to it would exceed the Borrowing Base B Limit, (v) no Customer Loans shall be made to KECS to the extent that the aggregate amount of all Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Customer Pledged Eligible Assets, (vi) no Non-Customer Loans shall be made to KECS to the extent that the aggregate amount of all Non-Customer Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Non-Customer Pledged Eligible Assets and (vii) no Firm Loans shall be made to KECS to the extent that the aggregate amount of all Firm Revolving Credit Exposures made to it would exceed the aggregate Pledged Eligible Asset Loan Values of the Firm Pledged Eligible Assets; provided further that Borrowing Base B Loans may not be borrowed on any day in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, a Borrower may borrow and subject to prepay Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions set forth in Sections 2(a) and 2(b) of the Assignment and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by reference. The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Agent in accordance with Sections 2.2 and 2.11hereof.

Amount and Terms of Commitments. 2.1 Term Loan Commitments. Subject to the terms and conditions hereof, (a) each Tranche A Term Loan Lender severally agrees to extend credit make a Tranche A Term Loan in Dollars to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche A Term Loan") on the Incremental Facilities Closing Date in an amount equal not to exceed the amount of the Tranche A Term Loan Commitment of such Lender, Lender and (b) each Tranche B Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at partomade, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche B Term Loan") on the Closing Date in an amount equal to the amount of the Tranche B Term Loan Commitment of such Lender and (c) each Tranche C Term Loan Lender severally agrees to extend credit to the Borrower by purchasing at par, indirectly through Societe Generale, from the Existing Lenders a term loan (a "Tranche C Term Loan") on the Closing Date in an amount equal to the amount of the Tranche C Term Loan Commitment of such Lender. Each purchase by a Term Loan Lender, indirectly through Societe Generale, of a Term Loan pursuant to this Section 2.1 shall be made without recourse to Societe Generale and shall be made on and subject to the terms and conditions set forth in Sections 2(athe Seventh Amendment, a Tranche B Term Loan in Dollars to the Borrower on the Seventh Amendment Effective Date, in an amount not to exceed the amount of. Each Tranche B Term Lender hereby acknowledges and agrees that (i) the Tranche B Term Commitment of such LenderLoans made on the Seventh Amendment Effective Date remain outstanding on the First Amendment Effective Date and 2(b(ii) from and after the First Amendment Effective Date, the Tranche B Term Loans shall consist of the Assignment Extended Tranche B Term Loans and Acceptance attached hereto as Exhibit E, which terms and conditions shall be deemed incorporated herein by referenceNon-Extended Tranche B Term Loans. The Tranche A Term Loans and the Tranche B Term Loans may from time to time be Eurodollar Eurocurrency Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.112.12. Notwithstanding anything herein to the contrary, all Extended Tranche B Term Loans that were Eurocurrency Loans immediately prior to the effectiveness of the First Amendment will have initial Interest Periods ending on the same dates as the interest periods applicable to the Tranche B Term Loans being extended pursuant to the First Amendment prior to the effectiveness of the First Amendment. 2.2 Procedure for Term Loan Borrowing. (a) [Reserved]. (b) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i) 12:00 Noon, New York City time, three Business Days prior to the anticipated Incremental Facilities Closing Date, in the case of Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Incremental Facilities Closing Date, in the case of ABR Loans) requesting that the Tranche A Term Lenders make the Tranche A Term Loans on the Incremental Facilities Closing Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Tranche A Term Lender thereof. Subject to the terms and conditions set forth in the Incremental Facilities Agreement, not later than 12:00 Noon, New York City time, on the Incremental Facilities Closing Date, each Tranche A Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche A Term Loan or Tranche A Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche A Term Lenders in immediately available funds. (c) The Borrower shall give the Administrative Agent irrevocable notice (which notice must be received by the Administrative Agent prior to (i) 12:00 Noon, New York City time, three Business Days prior to the anticipated Seventh Amendment Effective Date, in the case of Eurocurrency Loans, or (ii) 10:00 A.M., New York City time, on the day of the anticipated Seventh Amendment Effective Date in the case of ABR Loans) requesting that the Tranche B Term Lenders make the Tranche B Term Loans on the Seventh Amendment Effective Date and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each applicable Tranche B Term Lender thereof. Subject to the terms and conditions set forth in the Seventh Amendment, not later than 12:00 Noon, New York City time, on the Seventh Amendment Effective Date, each applicable Tranche B Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Tranche B Term Loan or Tranche B Term Loans to be made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Tranche B Term Lenders in immediately available funds.