Common use of Repayments and Prepayments Clause in Contracts

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Loans (other than Swing Line Loans); provided that, (A) any such voluntary prepayment of the New Term Loans shall be made of the same type and, if applicable, having the same Interest Period of all Lenders that have made such New Term Loans (applied to the remaining amortization payments for the New Term Loans in such amounts as the Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three (31) in the case of Base Rate Loans, one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent and (2) in the case of LIBO Rate Loans, three but no more than five Business Days’ prior notice to the Administrative Agent; and and (iiC) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000; and (ii) Swing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $200,000 and an integral multiple of $100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount Revolving Exposure of all Revolving Loans Loan Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently On each Quarterly Payment Date (beginning with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified AssetsQuarterly Payment Date on March 31, if appropriate) by the Borrower or any of its Subsidiaries2010), the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all New Term Loans in an amount equal to 0.25% of the original principal amount of all New Term Loans, with the remaining amount of New Term Loans due and payable in full on the Stated Maturity Date for New Term Loans. (d) [Reserved]. (e) The Borrower shall (subject to the next proviso) within 10 days after receipt of any Net Disposition Proceeds or Net Casualty Proceeds in excess of $2,000,000 by the Borrower or any of its U.S. Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such (i) Net Disposition Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $10,000,000 and (ii) Net Casualty Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $50,000,000, the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to 100% of such excess Net Disposition Proceeds or Net Casualty Proceeds, as applicable; provided that, so long as (i) no Event of Default has occurred and is continuing, such proceeds may be retained by the Borrower and its U.S. Subsidiaries (and be excluded from the prepayment requirements of this clause) to be invested or reinvested within one year or, subject to immediately succeeding clause (ii), 18 months or 36 months, as applicable, to the acquisition or construction of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (ii) within one year following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are (A) applied or (B) committed to be, and actually are, applied within (I) 18 months following the receipt of such Net Disposition Proceeds or (II) 36 months following the receipt of such Net Casualty Proceeds, in each case to such acquisition or construction plan. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such one year, 18 months or 36 months, as applicable, period shall be applied to prepay the New Term Loans as set forth in Section 3.1.2. At any time after receipt of any such Net Casualty Proceeds in excess of $25,000,000 but prior to the application thereof to such mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower, the Borrower shall deposit an amount equal to such excess Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have a first priority perfected Lien) pending application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Borrower. (f) Within 100 days after the close of each Fiscal Year (beginning with the Fiscal Year ending 2009) the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to (i) the product of (A) the Excess Cash Flow (if any) for such Fiscal Year multiplied by (B) the Applicable Percentage minus (ii) the aggregate amount of all voluntary prepayments of Loans (but including Revolving Loans and Swing Line Loans only to the extent of a corresponding reduction of the Revolving Loan Commitment Amount pursuant to Section 2.2.1) made during such Fiscal Year, to be applied as set forth in Section 3.1.2; (g) Concurrently with the receipt by the Borrower or any of its U.S. Subsidiaries of any Net Debt Proceeds, the Borrower shall make a mandatory prepayment of the New Term Loans immediately in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2. (h) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the entire unpaid principal amount of each Revolving the Loan upon on the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans the Loan shall or may be made as set forth below. (a) The On the last Business Day of each calendar month that follows the second anniversary of the Closing Date, the Borrower shall make the following a scheduled principal reductions payment on the last day Loan of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal $225,000, with any remaining unpaid balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of Loan being payable in cash on the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reducedMaturity Date. (b) From time to time on any Business DayThe Borrower may, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that: upon five (i) all such voluntary prepayments shall require at least three (3) but no more than seven (75) Business Days’ Days prior written notice to the Lender; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum , prepay the outstanding amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000)the Loan in whole or in part. (c) Subject to Section 2.1(a)3.4, on each date upon any Disposition by any Loan Party (other than any Excluded Business Disposition) that, when taken together with all other such Dispositions made by all Loan Parties during the sum preceding period of 12 consecutive months, results in aggregate Net Cash Proceeds from such Dispositions that exceed $500,000 in the aggregate for such 12-month period, the Borrower shall within three (3) Business Days of such Person’s receipt of such excess proceeds prepay the outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time in an amount equal to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount 100% of such excess being an “Overadvance”), Net Cash Proceeds. The provisions of this clause shall not be deemed to be implied consent to any Disposition otherwise prohibited by the Borrower shall make a mandatory prepayment terms and conditions of the Overadvance, together with accrued interest thereonthis Agreement. (d) Concurrently with Subject to Section 3.4, upon the receipt (or deemed receipt) by any Loan Party of any Net Proceeds or Event of Loss, that, when taken together with all other proceeds received upon any insurance proceeds or condemnation proceeds (or after Events of Loss by all Loan Parties during the expiration preceding period of any period designated 12 consecutive months, exceed $250,000 in the aggregate for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariessuch 12-month period, the Borrower shall make a mandatory prepayment within three (3) Business Days of such Person’s receipt of such excess proceeds thereof prepay the outstanding principal amount of the Revolving Loans Loan in an amount equal to one hundred percent (100%) % of such excess Net Cash Proceeds. (e) Upon any Excluded Business Disposition by any Loan Party that, when taken together with all other Excluded Business Dispositions, results in Net Cash Proceeds (provided, howeverthat exceed $5,000,000 in the aggregate, the Borrower shall only be required to make a mandatory prepayment within three (3) Business Days of such Person’s receipt of such excess proceeds prepay the outstanding principal amount of the Revolving Loans Loan in an amount equal to fifty percent 100% of such excess Net Cash Proceeds. (50%f) Upon the issuance, sale or other incurrence of the Net Proceeds described in clause any debt securities or other Indebtedness by any Loan Party (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, howeverother than Permitted Debt), the Borrower mayshall, with the Lenderwithin three (3) Business Days of such Person’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter receipt of the Borrowerproceeds thereof, prepay the Borrower shall make a mandatory prepayment outstanding principal amount of the Revolving Loans Loan in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as 100% of the last day Net Cash Proceeds therefrom. The provisions of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment this clause shall not exceed be deemed to be implied consent to any such issuance, sale or incurrence otherwise prohibited by the amount terms and conditions of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available fundsthis Agreement. (fg) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Maturity Date of the Loan pursuant to Section 9.2 or Section 9.3. Each prepayment , the Borrower shall repay the Loan in full, unless, pursuant to Section 9.3, only a portion of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement Loan are so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower portion so accelerated shall promptly reimburse be so repaid). (h) Any term or provision hereof to the Lender contrary notwithstanding, if the Loan hereunder is repaid or prepaid for such premium any reason on or penalty. No prepayment of principal of prior to the Revolving Loans date that is three (3) years after the Closing Date (including repayments and prepayments made pursuant to clause (b) through (g) above, but excluding, payments made pursuant to clause (a) of this Section 3.2), the Borrower shall pay the Early Prepayment Fee to the Lender at the time of such prepayment, together with all other fees payable hereunder (cif any), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount including pursuant to Sections 3.7 and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”3.8.

Repayments and Prepayments. The Borrower shall repay will make payment in full in Dollars or the applicable Alternative Currency of all unpaid principal amount of each Revolving Loan upon all Loans and all other principal Obligations which are then outstanding on the Revolving Loan Maturity Commitment Termination Date. Prior Without limiting the foregoing, and in addition thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, Loans; provided that: (i) all any such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prepayment of a Eurodollar Rate Loan prior written notice to the Lender; andlast day of the Interest Period for such Loan shall be subject to Section 2.11, (ii) all no such voluntary partial prepayments shall prepayment of a Eurodollar Rate Loan may be made which, after giving effect thereto, would result in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving any remaining Eurodollar Rate Loans exceeds the Revolving Loan Commitment Amount to be equal to an amount other than $1,000,000 or an integral multiple of $500,000 in excess thereof, (as it may iii) each such voluntary prepayment shall require written notice by 11:00 A.M. (Chicago time) on such Business Day but no more than five (5) Business Days prior to such prepayment, and (iv) each such voluntary prepayment shall be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the in a minimum amount of such $1,000,000 and an integral multiple of $500,000 in excess being an “Overadvance”thereof (or, if less, the aggregate principal amount of all Loans outstanding); (b) shall, unless the Majority Lenders and the Borrower shall otherwise agree, and subject to the Intercreditor Agreement, upon the consummation of any Disposition of any property of the Borrower or any of its Subsidiaries (excluding Dispositions permitted under Section 6.2(g) (other than any Permitted Dispositions to the extent a prepayment is required pursuant to the clause (c)(iii)(B) of the definition of “Permitted Disposition” set forth herein)) or Recovery Event, unless a Reinvestment Notice shall be delivered in respect thereof, make a mandatory prepayment of the Overadvance, together Loans in an amount equal to the Net Cash Proceeds with accrued interest thereon. respect to such transaction within three (d3) Concurrently with Business Days of the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, Subsidiaries of the Net Cash Proceeds (provided that the Borrower shall make a mandatory prepayment promptly provide notice to the Administrative Agent of the Revolving Loans in an amount equal to one hundred percent (100%receipt of such Net Cash Proceeds) of such Net Proceeds (Disposition or Recovery Event; provided, however, that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds of any Recovery Events that may be excluded from the foregoing application requirement pursuant to a Reinvestment Notice shall not exceed $15,000,000 in any Fiscal Year of the Borrower shall only be required to make a mandatory prepayment of the and (ii) on each Reinvestment Prepayment Date Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to shall be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in prepaid by an amount equal to the aggregate amount of cash and cash equivalents in Reinvestment Prepayment Amount with respect to the Borrower’s and its Subsidiaries’ accountsrelevant Reinvestment Event, as set forth above. The provisions of this Section do not constitute a consent to the last day consummation of any transaction not permitted by this Agreement; (c) shall, at any time that the Revolving Extensions of Credit at such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject time exceed an amount equal to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount 105% of the Revolving Commitment Amount then in effect, then, within two Business Days after receipt of notice from the Administrative Agent, the Borrower shall prepay Loans outstanding and/or the Borrower shall Cash Collateralize the Letter of Credit Obligations in an aggregate amount sufficient to reduce such Revolving Extensions of Credit as of such date of payment to an amount not to exceed 100% of the Revolving Commitment Amount then in effect; (d) shall, at any time that time. Such mandatory prepayment the Letter of Credit Obligations in respect of all Letters of Credit exceeds an amount equal to 105% of the Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of notice from the Administrative Agent, the Borrower shall be made by wire transfer Cash Collateralize the Letter of immediately available funds.Credit Obligations in an aggregate amount sufficient to reduce such Letter of Credit Obligations as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect; (e) shall, at any time that the Letter of Credit Obligations in respect of all Financial Letters of Credit exceeds an amount equal to 105% of the Financial Letter of Credit Sublimit then in effect, then, within two Business Days after receipt of notice from the Administrative Agent, the Borrower shall Cash Collateralize the Letter of Credit Obligations in respect of Financial Letters of Credit in an aggregate amount sufficient to reduce such Letter of Credit Obligations in respect of Financial Letters of Credit as of such date of payment to an amount not to exceed 100% of the Financial Letter of Credit Sublimit then in effect; (f) The shall, at any time that the Dollar Equivalent amount of all Revolving Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of notice from the Administrative Agent, the Borrower shall make a scheduled repayment prepay such Revolving Loans in an aggregate amount sufficient to reduce such the Dollar Equivalent Amount of Revolving Loans as of such date of payment to an amount not to exceed 100% of the aggregate outstanding principal amount of the Revolving Loans Alternative Currency Sublimit then in effect; (g) shall, immediately upon any acceleration of the Revolving Loan Maturity Date maturity of any Loans pursuant to Section 9.2 or Section 9.3. Each 7.2, repay all Loans; and (h) each repayment and prepayment of the Revolving any Loans made pursuant to this Section 2.8.1 shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (may be required by Section 2.11, and shall be applied in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltyaccordance with Section 2.8.2. No Other than any mandatory prepayment of principal of the Revolving Loans pursuant to clause (b)in accordance with Section 2.8.1(b) and as provided in Sections 2.2 and 7.2, (c), (d) no mandatory or (e) voluntary prepayment of principal of the Loans shall cause a permanent reduction in the Revolving Loan Commitment Amount. Each mandatory prepayment of principal of the Loans in accordance with Section 2.8.1(b) shall result in a permanent reduction in the Revolving Commitment Amount and in an amount equal to such amounts may mandatory prepayment. Each such permanent reduction in the Revolving Commitment Amount shall be reborrowed prior allocated among the Lenders in accordance with their respective Revolving Credit Percentage. Prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)occurrence of a Default, (dat the Borrower’s option, the Administrative Agent shall hold all mandatory prepayments made pursuant to Section 2.8.1(c) or (ef) in escrow in an account for the benefit of the Lenders and shall be referred release such amounts upon the expiration of the Interest Periods applicable to herein any Revolving Loans being prepaid (it being understood that interest shall continue to accrue on such Revolving Loans until such time as the “Permissive Prepayments”such prepayments are released from escrow and applied to reduce such Revolving Loans).

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanany: (i) Loans (other than Swing Line Loans), provided, however, that: (i1) any such prepayment of the Term Loans shall be made pro rata among all the Term Loans and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and shall be applied to the remaining amortization payments, for the relevant Term Loans as provided for in Section 3.1(h) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (2) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent; and (ii3) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000; and (ii) Swing Line Loans, provided that (1) all such voluntary prepayments shall require prior telephonic notice to Wachovia on or before 2:00 p.m., Charlotte time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (2) all such voluntary partial prepayments shall be in an aggregate minimum amount of $500,000 and an integral multiple of $500,000). (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”2.6), the Borrower shall make a mandatory prepayment of all the OveradvanceRevolving Loans or all Swing Line Loans (or both) and, together if necessary, give cash collateral to the Administrative Agent pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) Subject to the last sentence of this clause (c), if the Borrower receives (or is deemed to receive) Net Proceeds described in clause (a) of the definition thereof and no Default has occurred and is continuing, the Borrower shall make a mandatory prepayment of the Loans (i) on or before the required date of the delivery of the certificate of an Authorized Officer identified in the second paragraph of the definition of Net Proceeds equal to the product of (x) the amount of such Net Proceeds minus the amount of such Net Proceeds identified in such certificate which the Borrower expects to use to purchase Qualified Assets, in accordance with accrued interest thereonthis Agreement, during the 180‑day period following such receipt of Net Proceeds times (y) 0.50 and (ii) on or before the 180th day following such receipt of Net Proceeds equal to the excess, if any, of (A) the product of (x) the amount of such Net Proceeds minus the amount of such Net Proceeds used to acquire Qualified Assets in accordance with this Agreement during the 180‑day period following such receipt of Net Proceeds times (y) 0.50 over (B) the prepayment made pursuant to the immediately preceding clause (i). If the Borrower receives (or is deemed to receive) Net Proceeds described in clause (a) of the definition thereof and a Default has occurred and is continuing, the Borrower shall concurrently upon receipt of such Net Proceeds make a mandatory prepayment of the Loans with 50% of such Net Proceeds, unless otherwise agreed by the Required Lenders. Notwithstanding the foregoing, Net Proceeds described in clause (a) of the definition thereof derived from the issuance of Capital Stock or any other equity security of the Borrower for the purpose of redeeming all or a portion of the HIGH TIDES and/or the Subordinated Debt shall not be required to be prepaid pursuant to this clause (c). (d) If the Borrower or any Restricted Subsidiary of the Borrower receives (or is deemed to receive) Net Proceeds described in clause (b) of the definition thereof in excess of $15,000,000 and no Default has occurred and is continuing, the Borrower shall make a mandatory prepayment of the Loans (i) on or before the required date of the delivery of the certificate of an Authorized Officer identified in the second paragraph of the definition of Net Proceeds equal to the amount of such Net Proceeds minus the amount thereof identified in such certificate which the Borrower expects to use to purchase Qualified Assets in accordance with this Agreement during the 360‑day period following such receipt of Net Proceeds and (ii) on or before the 360th day following such receipt of Net Proceeds equal to the excess, if any, of (A) the amount of such Net Proceeds minus the amount of such Net Proceeds used to acquire Qualified Assets in accordance with this Agreement during the 360‑day period following such receipt of Net Proceeds over (B) the prepayment made pursuant to the immediately preceding clause (i). If the Borrower or any Restricted Subsidiary of the Borrower receives (or is deemed to receive) Net Proceeds described in clause (b) of the definition thereof and a Default has occurred and is continuing, the Borrower shall concurrently upon receipt of such Net Proceeds make a mandatory prepayment of the Loans with 100% of such Net Proceeds, unless otherwise agreed by the Required Lenders. (e) If the Borrower receives (or is deemed to receive) Net Proceeds described in clause (c) of the definition thereof and no Default has occurred and is continuing, the Borrower shall make a mandatory prepayment of the Loans (i) on or before the required date of the delivery of the certificate of an Authorized Officer identified in the second paragraph of the definition of Net Proceeds equal to the amount of such Net Proceeds minus the amount of such Net Proceeds identified in such certificate which the Borrower expects to use to purchase Qualified Assets, in accordance with this Agreement, during the 180‑day period following such receipt of Net Proceeds and (ii) on or before the 180th day following such receipt of Net Proceeds equal to the excess, if any, of (A) the amount of such Net Proceeds minus the amount of such Net Proceeds used to acquire Qualified Assets in accordance with this Agreement during the 180‑day period following such receipt of Net Proceeds over (B) the prepayment made pursuant to the immediately preceding clause (i). If the Borrower receives (or is deemed to receive) Net Proceeds described in clause (c) of the definition thereof and a Default has occurred and is continuing, the Borrower shall concurrently upon receipt of such Net Proceeds make a mandatory prepayment of the Loans with 100% of such Net Proceeds, unless otherwise agreed by the Required Lenders. (f) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds with respect to Net Proceeds described in clause (or after the expiration d) of any period designated for the purchase of Qualified Assets, if appropriate) such definition by the Borrower or any of its Restricted Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) 50% of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender Administrative Agent telephone notice (promptly confirmed in writing) thereofrequesting that the Administrative Agent provide notice of such prepayment to each Lender entitled to receive any portion of such prepayment. (eg) On or before Within 120 days after the last Business Day end of each Fiscal Quarter of Year (commencing with the BorrowerFiscal Year ending December 31, 2003), the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount 50% of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of Excess Cash Flow for such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available fundsYear. (fh) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of: (i) Term B Loans in installments on the dates set forth below (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), each such installment to be in an amount equal to the corresponding percentages set forth below of the Revolving principal amount of the Term B Loans immediately outstanding on the Closing Date: September 30, 2002 0.25% December 31, 2002 0.25% March 31, 2003 0.25% June 30, 2003 0.25% September 30, 2003 0.25% December 31, 2003 0.25% March 31, 2004 0.25% June 30, 2004 0.25% September 30, 2004 0.25% December 31, 2004 0.25% March 31, 2005 0.25% June 30, 2005 0.25% September 30, 2005 0.25% December 31, 2005 0.25% March 31, 2006 0.25% June 30, 2006 0.25% September 30, 2006 0.25% December 31, 2006 0.25% March 31, 2007 0.25% June 30, 2007 0.25% September 30, 2007 0.25% December 31, 2007 0.25% March 31, 2008 0.25% June 30, 2008 0.25% September 30, 2008 23.5% December 31, 2008 23.5% March 31, 2009 23.5% June 30, 2009 23.5% provided that the scheduled installments of principal of the Term B Loans set forth above shall be reduced in inverse order of maturities in connection with any voluntary or mandatory prepayments of the Term B Loans in accordance with Section 3.1; and provided further, that the final installment specified above for the repayment by the Borrower of the Term B Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Term B Loans. (ii) Incremental Term Loans in quarterly installments on each June 30, September 30, December 31 and March 31 and on the Stated Maturity Date (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), commencing, for each Incremental Term Loan Borrowing, on the first such quarterly date to occur after such borrowing that is not fewer than 85 days after such borrowing; each such installment (except for the final four installments) shall be in an amount equal to 0.25% of the original principal amount of the applicable Incremental Term Loan Borrowing and the last four installments to occur on September 30, 2008, December 31, 2008, March 31, 2009 and June 30, 2009 shall be in an amount equal to 25% of the Incremental Term Loan Borrowing outstanding as of September 30, 2008; provided that the scheduled installments of principal of the Incremental Term Loans set forth herein shall be reduced in inverse order of maturities in connection with any voluntary or mandatory prepayments of the Incremental Term Loans in accordance with Section 3.1; and provided further that the final installment specified above for the repayment by the Borrower of the Incremental Term Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Incremental Term Loans. (iii) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 or Section 9.3, the Borrower shall repay all the Loans, unless, pursuant to Section 9.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No prepayment of principal of the any Revolving Loans or Swing Line Loans pursuant to clause (b), (c), (da) or (eb) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to or the Revolving Swing Line Loan Commitment Termination Date. Prepayments under clauses (b)Amount, (d) or (e) shall be referred to herein as the “Permissive Prepayments”case may be.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Advances on the Commitment Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanthe Advances, ratably amongst the Groups; provided, however, that: , (i) unless otherwise consented to by each of the Co-Agents, all such voluntary prepayments shall require at least three two (3) but no more than seven (72) Business Days’ (or, in the case of a voluntary prepayment of $10,000,000 or more per Group, at least five (5) Business Days’) prior written notice to the Lender; and Co-Agents, and (ii) unless otherwise consented to by the Co-Agents, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) and an 5,000,000 per Group or a larger integral multiple of Five Hundred Thousand Dollars ($500,000).100,000 per Group if in excess thereof; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.6, the Borrower shall make a mandatory prepayment of the OveradvanceAdvances, together with accrued interest thereon. (d) Concurrently with ratably amongst the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified AssetsGroups, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans Advances over the Facility Limit as so reduced; (c) shall, immediately upon any acceleration of the Revolving Loan Maturity Commitment Termination Date of any Advances pursuant to Section 9.2 or 10.3, repay all Advances, unless, pursuant to Section 9.3. Each 10.3.1, only a portion of all Advances is so accelerated, in which event Borrower shall repay the accelerated portion of the Advances, ratably amongst the Groups; and (d) shall, not later than the next Distribution Date and in any event within two (2) Business Days after discovering that a Borrowing Base Deficit exists, make a prepayment of the Revolving Loans made pursuant Advances, ratably amongst the Groups, in an aggregate amount equal to this Section such Borrowing Base Deficit. Each such prepayment shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such any amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 6.2.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon on the Revolving Loan Maturity Scheduled Commitment Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving LoanLoans; PROVIDED, provided, howeverHOWEVER, that: , (i) unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least three two (32) but no more than Business Days' (or, in the case of a voluntary prepayment of $10,000,000 or more, at least seven (7) Business Days’ ') prior written notice to the Lender; and Administrator, (ii) unless otherwise consented to by Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $100,000, and ($500,000iii) unless and until the aggregate outstanding principal balance of the Loans hereunder is less than 10% of the highest amount ever borrowed hereunder, no such prepayment may be made with any funds other than (A) Collections and (B) the Borrower's initial paid-in cash capital (if any then remains).; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.6, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans over the Facility Limit as so reduced; (c) shall, immediately upon any acceleration of the Revolving Loan Maturity Scheduled Commitment Termination Date of any Loans pursuant to Section 9.2 or 10.3, repay all Loans, unless, pursuant to Section 9.3. Each 10.3(a), only a portion of all Loans is so accelerated, in which event Borrower shall repay the accelerated portion of the Loans; and (d) shall, immediately upon discovering that a Borrowing Base Deficit exists, make a prepayment of the Revolving Loans made pursuant in an amount equal to this Section such Borrowing Base Deficit. Each such prepayment shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such any amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 6.2.

Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans and refunding of the Synthetic Deposits shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, , (i) the Borrower Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving LoanLoans (other than Swing Line Loans); provided that, if such prepayment occurs during the period from the Closing Date through (and including) the first anniversary of the Closing Date, the Borrowers shall have paid a prepayment premium of 1% of the principal amount so prepaid in connection with any voluntary prepayment of Term Loans; provided, howeverfurther, that:, (A) any such prepayment of the Term Loans shall be made pro rata among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (applied to the remaining amortization payments for the Term Loans in such amounts as the Term Loan Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall, in the case of Base Rate Loans, require at least one but no more than five Business Days’ prior notice and, in the case of LIBO Rate Loans, at least three but no more than five Business Days’ prior notice, in each case to the Administrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000; (iii) the Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written telephonic notice to the LenderSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and and (iiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 200,000 and an integral multiple of Five Hundred Thousand Dollars $100,000; and (iii) subject to clause (b)(ii) of this Section, the Borrowers may cause all or a portion of the Synthetic Deposits to be returned to the Synthetic Lenders by reducing the Synthetic Letter of Credit Commitment Amount pursuant to Section 2.2.1; provided that (A) all such voluntary reductions of the Synthetic Deposits shall require at least one but no more than five Business Days’ prior notice to the Administrative Agent, (B) all such voluntary partial returns of the Synthetic Deposits shall be in an aggregate minimum amount of $500,000)5,000,000 and an integral multiple of $1,000,000 and (C) the aggregate amount of such return pursuant to this clause (iii) shall not exceed the excess of (x) the aggregate amount of Synthetic Deposits held in the Synthetic Deposit Account immediately prior to such reduction, over (y) the Synthetic Letter of Credit Commitment Amount immediately after giving effect to such reduction. (ci) Subject to Section 2.1(a), on On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (B) the aggregate amount of all Revolving Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Revolving Loan Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Revolving Letter of Credit Outstandings, in an aggregate amount equal to such excess. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (eii) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to date when the aggregate amount of cash and cash equivalents all Synthetic Letter of Credit Outstandings exceeds the Synthetic Account Balance or the Synthetic Letter of Credit Commitment Amount, the Borrowers shall immediately make a mandatory deposit in the Borrower’s and its Subsidiaries’ accounts, as Synthetic Deposit Account to Cash Collateralize all Synthetic Letter of the last day of Credit Outstandings in an aggregate amount equal to such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available fundsexcess. (fiii) The Borrower In the event the Administrative Agent has made a withdrawal from the Synthetic Deposit Account to repay unreimbursed Synthetic Reimbursement Obligations, the Borrowers shall immediately make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (mandatory deposit in the Lender’s sole discretion) and the Lender is thereby subject Synthetic Deposit Account equal to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”withdrawn amount.

Repayments and Prepayments. The Borrower shall repay will make payment in full the of all unpaid principal amount of each Revolving Loan upon on the Revolving Loan Maturity Commitment Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, Loans; provided that: (i) all any such prepayment of a Eurodollar Loan prior to the last day of the Interest Period for such Loan shall be subject to Section 2.11, (ii) no such prepayment of a Eurodollar Loan may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount of any Group of Loans to be (A) less than $1,000,000 or an integral multiple of the Alternative Currency equivalent of $100,000 in excess thereof, in the case of Dollar denominated Eurodollar Loans or (B) less than the applicable Alternative Currency equivalents of $3,000,000 or in an integral multiple of $1,000,000 in excess thereof, in the case of Alternative Currency denominated Eurodollar Loans, (iii) each such voluntary prepayments prepayment shall require (A) in the case of Base Rate Loans or Dollar denominated Eurodollar Loans, written notice by at least 11:00 A.M. on such Business Day but no more than three (3) Business Days' prior written notice to the Agent and (B) in the case of Alternative Currency denominated Eurodollar Loans, at least four (4) but no more than seven six (76) Business Days’ ' prior written notice to the Lender; Agent, and (iiiv) all each such voluntary partial prepayments prepayment shall be in an aggregate a minimum amount of One Million Dollars (A) $1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $100,000 in excess thereof (or, if less, the aggregate principal amount of all such Loans outstanding) in the case of Dollar denominated Loans and (B) the Alternative Currency equivalent of $500,000).3,000,000 and an integral multiple of the Alternative Currency equivalent of $1,000,000 in excess thereof (or, if less, the aggregate principal amount of all such Loan outstanding) in the case of Alternative Currency denominated Loans; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum Commitment Amount shall become effective, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (determined on a Dollar equivalent basis) over Availability as it may be reduced so reduced; (c) shall, from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment prepayments of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal such amounts and at such times as may be necessary to one hundred percent prevent (100%i) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of all Loans (determined on a Dollar equivalent basis) from exceeding Availability and (ii) the Revolving Loans aggregate outstanding Letter of Credit Obligations from exceeding Letter of Credit Availability (determined on a Dollar equivalent basis); (d) shall, immediately upon any acceleration of the Revolving Loan Maturity Date maturity of any Loans pursuant to Section 9.2 or Section 9.37.2, repay all Loans. Each repayment and prepayment of the Revolving any Loans made pursuant to this Section 2.8.1 shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 2.11. No mandatory or voluntary prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) no such prepayment of any Eurodollar Rate Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) five Business Days’ ' prior written notice to the LenderAgent; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000). (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum Revolving Loan Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all Revolving Loans equal to the excess, if any, of the aggregate aggregate, outstanding principal amount of all Revolving Loans exceeds over the Revolving Loan Commitment Amount as so reduced; and (as it may be reduced from time to timec) shall, including pursuant to Section 2.2) less on each Quarterly Payment Date set forth below, make a scheduled repayment of the Letter aggregate outstanding principal amount, if any, of Credit Outstandings and the Lender Guaranty Disbursements (all Term Loans in the amount of shown below opposite such excess being an “Overadvance”)Quarterly Payment Date: PERIOD AMOUNT ------ ------ June 30, the Borrower 1999 through and $1,000,000 including March 31, 2000 June 30, 2000 through and $1,500,000 including March 31, 2001 June 30, 2001 through and $2,000,000 including March 31, 2002 June 30, 2002 through and $3,000,000; including Xxxxx 00, 0000 (x) shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assetsaggregate outstanding principal amount, if appropriate) by the Borrower or any any, of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving all Term Loans in an amount equal to one hundred percent (100%) of such Net Proceeds the cash proceeds (providednet of reasonable and customary brokerage, however, legal and other closing costs and commissions) received by the Borrower from the issuance of any equity securities, and such prepayment shall only be required to made on the date of Borrower's receipt thereof; (e) shall make a mandatory prepayment of the Revolving aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to fifty one hundred percent (50100%) of the Net Proceeds described in clause cash proceeds (anet of reasonable and customary brokerage, legal and other closing costs and commissions) received by the Borrower or any of its Subsidiaries from the definition issuance of Net Proceeds) which has not been used any debenture, note or subordinated debenture (other than any note issued to purchase Qualified Assets, insurance proceeds or condemnation proceeds evidence Indebtedness permitted to be applied as set forth in incurred pursuant to Section 3.2. Provided7.2.2(d) or (g), however, and such prepayment shall be made on the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter date of the Borrower, the Borrower 's or such Subsidiary's receipt thereof; (f) shall make a mandatory prepayment of the Revolving aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to one hundred percent (100%) of the aggregate amount cash proceeds (net of cash reasonable and cash equivalents customary brokerage, legal and other closing costs and commissions) received by the Borrower or any of its Subsidiaries of any of their assets other than sales or dispositions in the Borrower’s ordinary course of business, and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer on the date of immediately available funds.the Borrower's or such Subsidiary's receipt thereof; (fg) The Borrower shall make a scheduled repayment prepayment of the aggregate outstanding principal amount of all Term Loans, if any, in an amount equal to one hundred percent (100%) of all cash insurance proceeds received by the Revolving Loans Borrower or any of its Subsidiaries from any condemnation awards or casualty losses, and such prepayment shall be made on the date of the Borrower's or such Subsidiary's receipt thereof; and (h) shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.3. Each prepayment of the Revolving Loans made 8.3, repay all Loans, unless, pursuant to this Section shall be without premium or penalty8.3, unless as only a result portion of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender all Loans is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”so accelerated.

Repayments and Prepayments. The Borrower On and after the Commitment Termination Date, all Collections then held or thereafter received shall repay be applied to Obligations in full the unpaid principal amount of accordance with this Agreement (including Section 4.2(c)), each Revolving Loan upon the Revolving Loan Maturity DateLender’s Commitment shall terminate, and no further Advance shall be made hereunder. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, the Advances; provided, however, that: , (i) unless otherwise consented to by the Administrator, written notice (in the form of Exhibit G) of all such voluntary prepayments shall require at least three be delivered to the Administrator no later than 12:00 noon (3Atlanta time), (A) but no more than seven one (71) Business Days’ Day prior written notice to the Lender; and prepayment thereof if the amount of the prepayment is less than 25% of the Facility Limit, (B) two (2) Business Days prior to the prepayment thereof if the amount of the prepayment is equal to or greater than 25% but less than 50% of the Facility Limit and (C) four (4) Business Days prior to the prepayment thereof if the amount of the prepayment is equal to or greater than 50% of the Facility Limit and (ii) unless otherwise consented to by the Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000; (b) and an integral multiple of Five Hundred Thousand Dollars ($500,000)[Intentionally Omitted]. (c) Subject shall, immediately upon any acceleration of the Commitment Termination Date of any Advances pursuant to Section 2.1(a)10.3, repay all Advances, unless, pursuant to Section 10.3.1, only a portion of all Advances is so accelerated, in which event the Borrower shall repay the accelerated portion of the Advances; and (d) shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.6, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans Advances in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon Advances over the Facility Limit as so reduced. Each such prepayment shall be subject to the payment of any acceleration of amounts required by Section 6.2; (e) shall, within two (2) Business Days following the Revolving Loan Maturity Monthly Reporting Date or following the date on which a Mid-Monthly Report is due pursuant to Section 9.2 or Section 9.3. Each 9.1.5(b), as the case may be, make a prepayment of the Revolving Loans made pursuant Advances in an aggregate amount equal to the existing Borrowing Base Deficit, if any, revealed by the related Monthly Report or the Mid-Monthly Report. Each such prepayment shall be subject to the payment of any amounts required by Section 6.2; and (f) notwithstanding anything to the contrary in this Section 4.1, all payments of principal on the Advances shall be without premium or penalty, unless as allocated to each Lender on a result of pro rata basis in accordance with such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Pro Rata Share.

Repayments and Prepayments. The Each Borrower shall repay in full the unpaid principal amount of each Revolving Loan its Loans upon the Revolving Loan Stated Maturity Date. Prior thereto, payments the Borrowers may (or shall, as applicable), make the repayments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Each Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanof its Loans, providedand such Borrower may select whether such prepayment shall be allocated to the Base Rate Loans, howeverLIBO Rate Loans or both (and the amounts so allocated to each); PROVIDED, HOWEVER, that: (i) any such prepayment shall be made PRO RATA among Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 5,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)1,000,000. (cb) Subject to Section 2.1(a)The Borrowers shall, on each date when any reduction in the sum Commitment Amount shall become effective, including pursuant to SECTION 2.2, make a mandatory prepayment of the Loans made to it, and if required deliver cash collateral for Letter of Credit Outstandings, equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the and Letter of Credit Outstandings and over the Lender Guaranty Disbursements (the amount of Commitment Amount as so reduced and, as so reduced, applicable to such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereonBorrower. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (fc) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans Borrowers shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving any Loans pursuant to clause (b)SECTION 8.2 or SECTION 8.3, (c)repay all of their Loans, (d) or (e) shall cause unless, pursuant to SECTION 8.3, only a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”portion of all Loans is so accelerated.

Repayments and Prepayments. The Borrower shall repay in full -------------------------- the unpaid principal amount of each Revolving Loan upon Advance on the Revolving Loan Maturity Facility Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Advance; provided, however, that:that -------- ------- (i) all such voluntary prepayments shall require at least three (3) two but no more than seven (7) five Business Days’ ' prior written notice to the LenderAgent; and (ii) all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.5, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans ----------- Advances in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans Advances over the Facility Limit as so reduced; (c) shall, immediately upon any acceleration of the Revolving Loan Maturity Date maturity date of the Advances pursuant to Section 9.2 or 14.2, repay all Advances in full, unless, ------------ pursuant to Section 9.3. Each 14.2(a), only a portion of all Advances is so --------------- accelerated, in which event the Borrower shall repay the accelerated portion of the Advances; (d) shall, on the date the Borrower receives any proceeds from any Take-Out Securitization (after deducting all costs and expenses of such Take-Out Securitization), make a prepayment of the Revolving Loans made pursuant Advances in an amount substantially equal to this Section shall be without premium or penaltysuch net proceeds or, unless as a result if less, the total outstanding amount of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or Advances; and (e) shall cause a reduction prepay the Advances in full (in the Revolving Loan Commitment Amount and manner set forth in Section 4.1(a)) in order to comply with the Clean-Up Requirement during --------------- each Clean-Up Period. Each such prepayment or payment shall be subject to the payment of any amounts may be reborrowed required by Section 6.3 resulting from a prepayment or payment of an ----------- Advance prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as end of the “Permissive Prepayments”Fixed Period with respect thereto.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanany: (i) Loans (other than Swing Line Loans), provided, however, that: (i1) any such prepayment of the Term Loans shall be made pro rata among all the Term Loans and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans, and shall be applied to the remaining amortization payments, for the relevant Term Loans as provided for in Section 3.1(f) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (2) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (ii3) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000; and (ii) Swing Line Loans, provided that (1) all such voluntary prepayments shall require prior telephonic notice to CSFB on or before 2:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (2) all such voluntary partial prepayments shall be in an aggregate minimum amount of $500,000 and an integral multiple of $500,000). (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”2.6), the Borrower shall make a mandatory prepayment of all the OveradvanceRevolving Loans or all Swing Line Loans (or both) and, together if necessary, give cash collateral to the Administrative Agent pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) If the Borrower receives (or is deemed to receive) Net Proceeds described in clause (a) of the definition thereof and no Default has occurred and is continuing, the Borrower shall make a mandatory prepayment of the Loans (i) on or before the required date of the delivery of the certificate of an Authorized Officer identified in the second paragraph of the definition of Net Proceeds equal to the product of (x) the amount of such Net Proceeds minus the amount of such Net Proceeds identified in such certificate which the Borrower expects to use to purchase Qualified Assets, in accordance with accrued interest thereonthis Agreement, during the 180-day period following such receipt of Net Proceeds times (y) 0.50 and (ii) on or before the 180th day following such receipt of Net Proceeds equal to the excess, if any, of (A) the product of (x) the amount of such Net Proceeds minus the amount of such Net Proceeds used to acquire Qualified Assets in accordance with this Agreement during the 180-day period following such receipt of Net Proceeds times (y) 0.50 over (B) the prepayment made pursuant to the immediately preceding clause (i). If the Borrower receives (or is deemed to receive) Net Proceeds described in clause (a) of the definition thereof and a Default has occurred and is continuing, the Borrower shall concurrently upon receipt of such Net Proceeds make a mandatory prepayment of the Loans with 50% of such Net Proceeds. (d) If the Borrower or any Restricted Subsidiary of the Borrower receives (or is deemed to receive) Net Proceeds described in clause (b) of the definition thereof and no Default has occurred and is continuing, the Borrower shall make a mandatory prepayment of the Loans (i) on or before the required date of the delivery of the certificate of an Authorized Officer identified in the second paragraph of the definition of Net Proceeds equal to the amount of such Net Proceeds minus the amount thereof identified in such certificate which the Borrower expects to use to purchase Qualified Assets in accordance with this Agreement during the 360-day period following such receipt of Net Proceeds and (ii) on or before the 360th day following such receipt of Net Proceeds equal to the excess, if any, of (A) the amount of such Net Proceeds minus the amount of such Net Proceeds used to acquire Qualified Assets in accordance with this Agreement during the 360-day period following such receipt of Net Proceeds over (B) the prepayment made pursuant to the immediately preceding clause (i). If the Borrower or any Restricted Subsidiary of the Borrower receives (or is deemed to receive) Net Proceeds described in clause (b) of the definition thereof and a Default has occurred and is continuing, the Borrower shall concurrently upon receipt of such Net Proceeds make a mandatory prepayment of the Loans with 100% of such Net Proceeds. (e) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds with respect to Net Proceeds described in clauses (or after the expiration c), (d) and (e) of any period designated for the purchase of Qualified Assets, if appropriate) such definition by the Borrower or any of its Restricted Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans (i) in an amount equal to one hundred percent (100%) % of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender Administrative Agent telephone notice (promptly confirmed in writing) thereof. (e) On or before requesting that the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day Administrative Agent provide notice of such Fiscal Quarter in excess prepayment to each Lender entitled to receive any portion of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available fundsprepayment. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of: (i) Multi-Draw Term Loans in installments on the dates set forth below (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), each such installment to be in an amount equal to the corresponding percentages set forth below of the Revolving principal amount of the Multi-Draw Term Loans immediately outstanding as of the Multi-Draw Term Loan Commitment Termination Date: DATE SCHEDULED REPAYMENT OF MULTI-DRAW TERM LOANS June 30, 2001 2.50% September 30, 2001 2.50% December 31, 2001 2.50% March 31, 2002 2.50% June 30, 2002 3.75% September 30, 2002 3.75% December 31, 2002 March 31, 2003 3.75% June 30, 2003 5.00% September 30, 2003 5.00% December 31, 2003 5.00% March 31, 2004 5.00% June 30, 2004 6.25% September 30, 2004 6.25% December 31, 2004 6.25% March 31, 2005 6.25% June 30, 2005 7.50% September 30, 2005 7.50% December 31, 2005 7.50% Sixth Anniversary of the Closing Date 7.50% ; provided that the scheduled installments of principal of the Multi-Draw Term Loans set forth above shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments of the Multi-Draw Term Loans in accordance with Section 3.1; and provided further that the final installment specified above for the repayment by the Borrower of the Multi-Draw Term Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Multi-Draw Term Loans. (ii) Term B Loans in installments on the dates set forth below (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), each such installment to be in an amount equal to the corresponding percentages set forth below of the principal amount of the Term B Loans outstanding on the Closing Date: DATE SCHEDULED REPAYMENT OF TERM B LOANS June 30, 2000 0.25% September 30, 2000 0.25% December 31, 2000 0.25% March 31, 2001 0.25% June 30, 2001 0.25% September 30, 2001 0.25% December 31, 2001 0.25% March 31, 2002 0.25% June 30, 2002 0.25% September 30, 2002 0.25% December 31, 2002 0.25% March 31, 2003 0.25% June 30, 2003 0.25% September 30, 2003 5.00% December 31, 2003 0.25% March 31, 2004 0.25% June 30, 2004 0.25% September 30, 2004 0.25% December 31, 2004 0.25% March 31, 2005 0.25% June 30, 2005 0.25% September 30, 2005 0.25% December 31, 2005 0.25% March 31, 2006 0.25% June 30, 2006 23.5% September 30, 2006 23.5% December 31, 2006 23.5% Seventh Anniversary of the Closing Date 23.5% ; provided that the scheduled installments of principal of the Term B Loans set forth above shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments of the Term B Loans in accordance with Section 3.1; and provided further, that the final installment specified above for the repayment by the Borrower of the Term B Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Term B Loans. (iii) Term C Loans in installments on the dates set forth below (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), each such installment to be in an amount equal to the corresponding percentages set forth below of the principal amount of the Term C Loans outstanding on the Closing Date: DATE SCHEDULED REPAYMENT OF TERM C LOANS June 30, 2000 0.25% September 30, 2000 0.25% December 31, 2000 0.25% March 31, 2001 0.25% June 30, 2001 0.25% September 30, 2001 0.25% December 31, 2001 0.25% March 31, 2002 0.25% June 30, 2002 0.25% September 30, 2002 0.25% December 31, 2002 0.25% March 31, 2003 0.25% June 30, 2003 0.25% September 30, 2003 5.00% December 31, 2003 0.25% March 31, 2004 0.25% June 30, 2004 0.25% September 30, 2004 0.25% December 31, 2004 0.25% March 31, 2005 0.25% June 30, 2005 0.25% September 30, 2005 0.25% December 31, 2005 0.25% March 31, 2006 0.25% June 30, 2006 23.5% September 30, 2006 23.5% December 31, 2006 23.5% Seventh Anniversary of the Closing Date 23.5% ; provided that the scheduled installments of principal of the Term C Loans set forth above shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments of the Term C Loans in accordance with Section 3.1; and provided further, that the final installment specified above for the repayment by the Borrower of the Term C Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Term C Loans. (iv) Rollover Delay-Draw Term Loans in installments on the dates set forth below (provided that if such date is not a Business Day, the installment shall be paid on the preceding Business Day), each such installment to be in an amount equal to the corresponding percentages set forth below of the principal amount of the Rollover Delay-Draw Term Loans outstanding as of the Rollover Delay-Draw Term Loan Commitment Termination Date: DATE SCHEDULED REPAYMENT OF ROLLOVER DELAY-DRAW TERM LOANS December 31, 2001 2.50% March 31, 2002 2.50% June 30, 2002 3.75% September 30, 2002 3.75% December 31, 2002 3.75% March 31, 2003 3.75% June 30, 2003 5.00% September 30, 2003 5.00% December 31, 2003 5.00% March 31, 2004 5.00% June 30, 2004 6.25% September 30, 2004 6.25% December 31, 2004 6.25% March 31, 2005 6.25% June 30, 2005 7.50% September 30, 2005 7.50% December 31, 2005 10.00% Sixth Anniversary of the Closing Date 10.00% ; provided that the scheduled installments of principal of the Rollover Delay-Draw Term Loans set forth above shall be reduced on a pro rata basis in connection with any voluntary or mandatory prepayments of the Rollover Delay-Draw Term Loans in accordance with Section 3.1; and provided further, that the final installment specified above for the repayment by the Borrower of the Rollover Delay-Draw Term Loans shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Rollover Delay-Draw Term Loans. (g) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 or Section 9.3, the Borrower shall repay all the Loans, unless, pursuant to Section 9.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No prepayment of principal of the any Revolving Loans or Swing Line Loans pursuant to clause (b), (c), (da) or (eb) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to or the Revolving Swing Line Loan Commitment Termination Date. Prepayments under clauses (b)Amount, (d) or (e) shall be referred to herein as the “Permissive Prepayments”case may be.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower To the extent not previously paid, all Borrowings shall make the following principal reductions be due and payable on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reducedMaturity Date. (b) From time to time In the event and on any Business Day, each occasion that the Borrower may make a voluntary prepayment, in whole or in part, sum of (i) the aggregate outstanding principal amount of any Revolving Loan, provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; and Loans and (ii) all the Letter of Credit Exposure exceeds the aggregate amount of the Commitments at such voluntary partial prepayments time, the Borrowers shall immediately prepay Loans (and, to the extent that the amount of such excess is greater than the aggregate principal amount of outstanding Loans, provide cash collateral in respect of the Letter of Credit Exposure pursuant to Section 2.20(k) and thereupon such cash shall be deemed to reduce the Letter of Credit Exposure for purposes of this Section 2.11(b)) in an aggregate minimum principal amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000)equal to such excess. (c) Subject to Section 2.1(a2.11(d), on each date when the sum Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Agent (i) in the case of any prepayment of Eurodollar Loans, at least three Business Days in advance of the proposed prepayment and (ii) in the case of any prepayment of ABR Loans, by 11:00 a.m., Dallas time, on the day of the proposed prepayment; PROVIDED, HOWEVER, that (A) each partial prepayment of Eurodollar Loans under this Section 2.11(c) shall be in an aggregate principal amount equal to an integral multiple of $1,000,000, (B) each partial prepayment of ABR Loans under this Section 2.11(c) shall be in an aggregate principal amount equal to an integral multiple of $100,000, (C) a partial prepayment of a Eurodollar Borrowing under this Section 2.11(c) shall not be made that would result in the remaining aggregate outstanding principal amount thereof being less than $2,500,000 and (D) a partial prepayment of all Revolving Loans exceeds an ABR Borrowing under this Section 2.11(c) shall not be made that would result in the Revolving Loan Commitment Amount remaining aggregate outstanding principal amount thereof being less than $1,000,000. Each notice of prepayment shall specify the prepayment date, the Type, the Interest Period of the Borrowing to be prepaid (as it may be reduced from time to time, including pursuant to Section 2.2in the case of a Eurodollar Borrowing) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (principal amount thereof to be prepaid, shall be irrevocable and shall commit the Borrowers to prepay such Borrowing by the amount of such excess being an “Overadvance”), stated therein on the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereondate stated therein. (d) Concurrently with the receipt (or deemed receipt) Each payment of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made Borrowings pursuant to this Section 2.11 shall be accompanied by accrued interest on the principal amount paid to but excluding the date of payment. All payments under this Section 2.11 shall be subject to Section 2.14, but otherwise shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No Any mandatory prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (eSection 2.11(b) shall be referred applied to herein as the “Permissive Prepayments”prepay all ABR Loans before any Eurodollar Loans are prepaid.

Repayments and Prepayments. The Borrower shall Borrowers jointly and severally agree to repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the any Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans to be applied as such Borrower may direct; provided, however, that: (i) any such prepayment of the Tranche B Term Loans shall be made pro rata among Tranche B Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such voluntary prepayments Tranche B Term Loans and any such prepayment of Revolving Loans shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to be made pro rata among the Lender; Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (ii) all such voluntary prepayments (other than those made on the date of the initial credit extension) shall require at least three but no more than five Business Days' prior written notice to the Administrative Agent; and (iii) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of One Million Dollars ($1,000,000) 5,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $3,000,000 and an integral multiple of $1,000,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans exceeds and (ii) the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the aggregate amount of all Letter of Credit Outstandings and exceeds the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)then existing Revolving Loan Commitment Amount, the Borrower shall Borrowers jointly and severally agree to make a mandatory prepayment of Revolving Loans and/or deposit cash collateral with the OveradvanceAdministrative Agent or its designee pursuant to an agreement satisfactory to the Administrative Agent to collateralize Letter of Credit Outstandings, together with accrued interest thereonin an aggregate amount equal to such excess. (dc) Concurrently with Within 365 days following the receipt (or deemed receipt) date of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its SubsidiariesPermitted Disposition, the Borrower shall make a mandatory prepayment of Borrowers jointly and severally agree (subject to the Revolving Loans in an amount equal to one hundred percent (100%following proviso) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Loans (and, if applicable, reduce the Revolving Loans Loan Commitment Amount) in an amount equal to fifty percent (50%) 100% of the Net Disposition Proceeds described received in clause cash or Cash Equivalent Investments and 50% of such Net Disposition Proceeds received as Permitted Consideration (a) valued at the Fair Market Value of such Permitted Consideration as of the definition date on which the Permitted Disposition occurred) in the form of Net Proceeds) which has not been used to purchase Qualified Assetsother than cash or Cash Equivalent Investments, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided3.1.2; provided, however, that if no Event of Default has occurred and is continuing, the Borrower may, with Borrowers may at any time during such 365-day period apply such Net Disposition Proceeds to purchase one or more Cable Systems in lieu of the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable foregoing mandatory prepayment requirement (to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereofextent that such Net Disposition Proceeds were so applied). (ed) On or before the last Business Day of Stated Maturity Date and on each Fiscal Quarter of the BorrowerQuarterly Payment Date occurring during any period set forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal Borrowers jointly and severally agree to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Tranche B Term Loans in an amount equal to the percentage (of $250,000,000, as such amount may be increased pursuant to Section 2.8) set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: Amount of Required Period Principal Repayment 01/01/02 through (and including) 12/31/07 .25% The Stated Maturity Date 94%, or the then outstanding principal amount of the Revolving Loans immediately all Tranche B Term Loans, if different. (e) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.3. Each prepayment of 8.3, the Revolving Loans made Borrowers shall, jointly and severally, repay all the Loans, unless, pursuant to this Section shall be without premium or penalty8.3, unless as only a result portion of such prepayment all the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement Loans is so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) portion so accelerated shall be referred to herein as the “Permissive Prepayments”so repaid).

Repayments and Prepayments. The Borrower shall repay make payment in full the of all unpaid principal amount of (x) each Revolving Loan upon on the Commitment Termination Date and (y) each Revolving Loan Maturity made by a Withdrawing Lender (and not assigned pursuant to Section 2.3.4) on the Scheduled Commitment Termination Date and (z) each Swingline Loan on the Swingline Expiry Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans made as part of any particular Borrowing; provided, however, that: (i) all no such prepayment of any Borrowing of Revolving Loans may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount of such Revolving Loans being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000,000; (ii) each such voluntary prepayments prepayment shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; andAdministrative Agent; (iiiii) all each such voluntary partial prepayments prepayment shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000 ($500,000or, if less, the outstanding principal amount of all Loans then outstanding).; (civ) Subject a prepayment on a day other than the last day of the Interest Period for such Revolving Loan shall in all cases be subject to the requirements of Section 2.1(a)3.4.5; and (v) no such prepayment may be made if, after giving effect thereto, a Swingline Loan would remain outstanding; (b) shall, on each date when any reduction in the sum Total Maximum Commitment shall become effective, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans exceeds over the Revolving Loan Total Maximum Commitment Amount as so reduced; (as it may be reduced from time to time, including pursuant to Section 2.2c) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon.Loans as may be required by Section 6.1.18; (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assetsshall, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date maturity of any Loans pursuant to Sections 7.2 and/or 7.3 as required by the terms of the Pledge and Intercreditor Agreement, repay all Loans; and (e) shall repay the outstanding amount of any Swingline Loan not funded by a Mandatory Borrowing in accordance with Section 9.2 or Section 9.33.1.1(c) on the fifteenth (15th) Business Day following the making of such Swingline Loan. Each repayment and prepayment of the Revolving any Loans made pursuant to this Section 3.3.1 shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit may be otherwise required by this Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (bincluding Section 3.4.5), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.

Repayments and Prepayments. The Borrower shall repay each Loan in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions twenty-four equal semi-annual installments on the last day of each Fiscal Quarter during Interest Period with respect to such Loan, as set forth on Schedule II hereto. For the avoidance of doubt, should the Borrower prepay and subsequently reborrow Loans pursuant to Section 3.5 hereof, then the Borrower shall repay Loans that are prepaid and subsequently reborrowed pursuant to Section 3.5, in twenty-four equal semi-annual installments on the last day of each of Interest Period measured from the following periods:Closing Date for such prepaid and reborrowed Loans, as set forth on Schedule II hereto. In addition, the Borrower (ia) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, the Loans; provided that: (i) any such prepayment shall be made pro rata among all Loans and applied in forward order of maturity, inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; (ii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least three (3) but no more than seven (7) five Business Days’ Days prior written notice to the Lender; andAdministrative Agent; (iiiii) such voluntary prepayment shall require three Business Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans; and NYDOCS03/899036.8 15 (iv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 10,000,000 and an integral a multiple of Five Hundred Thousand Dollars $1,000,000 ($500,000or the remaining amount of the Loans being prepaid); (b) shall, on the last day of the Interest Period on or about the seventh anniversary of the Closing Date, repay all or a portion of the Loans made by any Lender that has given notice not less than the date which is six months plus five (5) Business Days prior to such anniversary date to the Administrative Agent and the Borrower of its election to be repaid on such date, specifying the amount of such Loans that are required to be repaid (it being understood and agreed that each Lender may elect to give such notice in its sole discretion); provided that no such Loan (or portion thereof) shall be required to be repaid pursuant to this Section 3.1(b) to the extent (x) such Loan (or portion thereof) has been assigned in accordance with Section 4.8 or (y) such Lender has agreed subsequently in writing not to be so repaid, in each case, prior to such anniversary date. (c) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Stated Maturity Date of the Loans pursuant to Section 9.2 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.39.2, repay all Loans. Each prepayment or repayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)required by Section 4.4, (d) or (e) and shall be referred to herein as the “Permissive Prepayments”accompanied by accrued interest.

Repayments and Prepayments. (a) The Borrower shall repay in full the unpaid principal amount of each Revolving Loan the Loans upon the Revolving Loan Stated Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, the Loans; provided, however, that: (i) all payments and prepayments of Loans shall be made in Dollars; (ii) all such voluntary prepayments shall require at least three one (31) but no more than seven five (75) Business Days’ ' prior written notice to the LenderAdministrative Agent; and (iiiii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 500,000 and an in integral multiple multiples of Five Hundred Thousand Dollars ($500,000). (cb) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the The Borrower shall make a mandatory prepayment of the OveradvanceLoans (each, together with accrued interest thereon.a “Mandatory Prepayment”) under the circumstances set forth below, all such prepayments to be applied as set forth in Section 3.1.2: (di) Concurrently Within five (5) Business Days after a Change of Control and a demand for payment by the Administrative Agent, in the amount of all Obligations outstanding; (ii) Simultaneously upon a sale, transfer or conveyance of all or a portion of the Property (other than the Permitted Retail Transaction), in the amount of all Obligations outstanding; provided, however, if such sale, transfer or conveyance is a Permitted Asset Sale in accordance with Section 7.2.9 (except for the receipt Permitted Retail Transaction) and the net proceeds thereof have not otherwise been used to fund the purchase or acquisition of replacement assets, then in the amount of one hundred percent (or deemed receipt100%) of any Net Proceeds the net proceeds of such Permitted Asset Sale; (iii) Within five (5) Business Days following the acceleration of the Loans pursuant to Section 8.2 or any insurance proceeds or condemnation proceeds Section 8.3, in the amount of all Obligations outstanding; (or after iv) Subject to the expiration provisions of any period designated for the purchase Section 7.1.15 relating to retention and/or reinvestment of Qualified Assets, if appropriate) by the Borrower or any of its SubsidiariesLoss Proceeds, the Borrower shall make a mandatory prepayment prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Revolving Loans Loss Proceeds within five (5) Business Days after receipt of the same; (v) Except in connection with Cash Contributions to Capital, simultaneously upon (a) the issuance, transfer or sale of Capital Stock of the Borrower, (b) any public offering or private placement of equity securities of the Borrower, (c) any issuance of a security of the Borrower that is convertible or exchangeable into common stock or preferred stock, (d) any other securities of the Borrower involving any refinancing, tender or restructuring of existing indebtedness or (e) any recapitalization, extraordinary dividend, spin-off or divestiture of the Borrower, in each case, in an amount equal to fifty percent (50%) of the net cash proceeds received by the Borrower from such issuance, transfer or sale, whether or not permitted pursuant to Section 7.2.9; and (vi) Except in connection with Cash Contributions to Capital or as permitted pursuant to Section 7.2.2, simultaneously upon any debt issuance, in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower or any of its Subsidiaries from such Net Proceeds debt issuance. In addition to the Mandatory Prepayments required to be made pursuant to this clause (provided, howeverb) of this Section 3.1.1, the Borrower shall only be required obligation of any Lender to make a mandatory prepayment Loan shall automatically terminate in full upon the occurrence of any event listed in items (i), (ii) (to the Revolving Loans in an amount equal to fifty percent extent such Mandatory Prepayment is for all Obligations outstanding) and (50%iii) of the Net Proceeds described in this clause (ab) of this Section 3.1.1 and, upon the definition occurrence of Net Proceedsany event listed in items (iv) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in and (vi) of this clause (b) of this Section 3.2. Provided, however3.1.1, the Borrower may, with the Lender’s prior written consent, which consent Loan Commitments shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in permanently reduced by an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of Mandatory Prepayment required by such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available fundsitem. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.

Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Revolving Loan upon on the Revolving Loan Stated Maturity Date, the Borrowers shall Cash Collateralize each Loan Note Guaranty on the Stated Maturity Date and the Borrowers shall Cash Collateralize all Letter of Credit Outstandings on the Stated Maturity Date unless any such Letter of Credit have been canceled or replaced. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Revolving Loans (any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans); (A) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (B) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $500,000; and (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter, with the Swing Line Lender to be fully protected with respect to disputes regarding telephonic notices); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 400,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)200,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and the Dollar Equivalent of Other Currency Loans, (ii) the aggregate amount of all Letter of Credit Outstandings and (iii) the aggregate amount of all Loan Note Guaranty Obligations exceeds the Revolving Loan Commitment Amount Amount, the Borrowers shall make a mandatory prepayment of Revolving Loans, the Dollar Equivalent of Other Currency Loans or Swing Line Loans (as it may be reduced or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) Upon three Business Days' notice from the Administrative Agent, in the event that the Administrative Agent shall have determined at any time (including on each date of the making of any Loan and on the date of a Continuation/Conversion Notice with respect to timeany Loan or at any other time periodically) that the aggregate principal amount of all Revolving Loans outstanding (after converting, including pursuant for calculation purposes, all such Loans denominated in Other Currencies to Section 2.2) less the their Dollar Equivalent on such date of determination), together with, if applicable, all Letter of Credit Outstandings and the Lender Dollar Equivalent of Loan Note Guaranty Disbursements Obligations, was in excess of 105 o/o of the Revolving Loan Commitment Amount the Borrowers shall make a mandatory prepayment in an aggregate principal amount of such Loans denominated in Other Currencies, such that the Dollar Equivalent of the outstanding principal amount of such Loans, when added, if applicable, to the aggregate principal amount of all Loans outstanding denominated in Dollars, all Letter of Credit Outstandings and Loan Note Guaranty Obligations, as applicable, do not exceed the applicable Commitment Amount. (d) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). (e) Within three Business Days following the receipt by the Borrowers or any of their respective Subsidiaries of any Net Casualty Proceeds from any Casualty Event, the aggregate amount of which is in excess of $1,000,000, the Borrowers shall deliver to the Administrative Agent a calculation of the amount of such Net Casualty Proceeds, and apply such Net Casualty Proceeds to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2; provided, however, that no such prepayment from such Net Casualty Proceeds shall be required under this clause if such Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or such Subsidiary's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and such Borrower or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such assets or property within 120 days following the receipt of such Net Casualty Proceeds; provided further, however, that the amount of such Net Casualty Proceeds unused after such 120-day period shall be applied to the prepayment of the Loans pursuant to Section 3.1.2. Notwithstanding the foregoing, at any time when any Default or Event of Default shall have occurred and be continuing, all Net Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent (over which the Administrative Agent shall have a first priority perfected security interest) for, at the Administrative Agent's discretion, (i) the prepayment of the Loans in accordance with Section 3.1.2 or (ii) distribution to such Borrower or such Subsidiary for such rebuilding or replacement whenever no Default or Event of Default is then continuing. (f) Within three Business Days following the receipt by the Borrowers or any of their respective Subsidiaries of any Net Disposition Proceeds (other than Net Disposition Proceeds resulting from a Disposition of inventory and equipment in the ordinary course of business consistent with past practice), the aggregate amount of which is in excess being an “Overadvance”of $1,000,000 (other than Net Disposition Proceeds resulting from a Disposition permitted pursuant to clause (c) of Section 7.2.9), the Borrowers shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds, and apply such Net Disposition Proceeds to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2; provided, however, that no prepayment from Net Disposition Proceeds shall be required under this clause if such Borrower informs the Administrative Agent in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the purchase of reasonably related assets, and such Borrower or such Subsidiary in fact uses such Net Disposition Proceeds to purchase such assets or property within 120 days following the receipt of such Net Disposition Proceeds; provided further, however, that the amount of such Net Disposition Proceeds unused after such 120-day period shall be applied to the prepayment of the outstanding principal amount of the Loans in accordance with Section 3.1.2. (g) On the day on which a Compliance Certificate is required to be delivered pursuant to clause (c) of Section 7.1.1, the Borrower shall deliver to the Administrative Agent a calculation of the Excess Cash Flow (if any) for the Fiscal Quarter last ended and make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent 50 o/o of the Excess Cash Flow (100%if any) for such Fiscal Quarter, and the amount of such Net Proceeds (provided, however, Excess Cash Flow shall be applied to the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration in accordance with Section 3.1.2. (h) Within three Business Days of the Revolving Loan Maturity Date pursuant receipt by the Borrowers or any of their respective Subsidiaries of any Net Debt Proceeds or Net Equity Proceeds, such Borrower shall deliver to Section 9.2 the Administrative Agent a calculation of the amount of such Net Debt Proceeds or Section 9.3. Each Net Equity Proceeds, as the case may be, and apply such proceeds to the prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal amount of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”accordance with Section 3.1.

Repayments and Prepayments. The Borrower shall repay the Loans in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions twenty-four equal semi-annual installments on the last day of each Fiscal Quarter during each of Interest Period, as set forth on Schedule II hereto. In addition, the following periods:Borrower (ia) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, the Loans; provided that: (i) any such prepayment shall be made pro rata among all Loans (determined using the Equivalent in Dollars of any portion of the Loans that are denominated in Euro) and applied in forward order of maturity, inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; provided that at any time, the Borrower may prepay in full the Tranche B Loans (without prepaying any Tranche A Loans) so long as such Tranche B Loans have been substantially contemporaneously refinanced with loans made by one or more Lenders or one or more Eligible Assignees that become party to this Agreement as Lenders by execution of and delivery to the Borrower and the Administrative Agent of (x) counterparts of this Agreement or (y) an assignment in accordance with Section 12.11.1 (any such loans being “Tranche B Loans” and having the identical terms as the Tranche B Loans so prepaid, other than the rate of interest and tenor applicable to such loans, which rate of interest and tenor shall be as agreed between the Borrower and such financial institution, except that in no event shall the final maturity of such loans be later than the twelfth anniversary of the Closing Date); (ii) all such voluntary prepayments shall require at least five Business Days (or, if such prepayment is to be made on the last day of an Interest Period for the Loans, three (3) but no more than seven (7) Business Days’ ) prior written notice to the LenderAdministrative Agent; and (iiiii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 10,000,000 and an integral a multiple of Five Hundred Thousand Dollars $1,000,000 ($500,000or, in the case of the portion of the Loan denominated in Euro, the Equivalent in Euro) (or the remaining amount of the Loans being prepaid).; and (cb) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount Interest Period on or about the sixth anniversary of the Revolving Closing Date, repay all or a portion of the Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Tranche B Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.that

Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrowers (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least one Business Day notice in the case of Base Rate Loans and three (3) Business Days notice in the case of LIBO Rate Loans but in either case no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 300,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).100,000; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum Revolving Commitment Amount shall become effective, including pursuant to Section 2.2, first make a mandatory prepayment of all Revolving Loans and any Unreimbursed Amounts and then cash collateralize any other Letter of Credit Obligations in an aggregate amount equal to the excess, if any, of the aggregate aggregate, outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the and Letter of Credit Outstandings and Obligations over the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon.Revolving Commitment Amount as so reduced; and (dc) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assetsshall, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as on each Quarterly Payment Date set forth in Section 3.2. Providedbelow, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in the amount shown below opposite such Quarterly Payment Date: December 31, 2004 $ 375,000 March 31, 2005 $ 375,000 June 30, 2005 $ 375,000 September 30, 2005 $ 375,000 December 31, 2005 $ 375,000 March 31, 2006 $ 375,000 June 30, 2006 $ 375,000 September 30, 2006 $ 375,000 December 31, 2006 $ 375,000 March 31, 2007 $ 1,250,000 June 30, 2007 $ 1,250,000 September 30, 2007 $ 1,250,000 December 31, 2007 $ 1,250,000 March 31, 2008 $ 2,500,000 June 30, 2008 $ 2,500,000 September 30, 2008 $ 2,500,000 December 31, 2008 $ 2,500,000 March 31, 2009 $ 2,500,000 June 30, 2009 $ 2,500,000 September 30, 2009 $ 2,500,000 December 31, 2009 $ 52,062,500 April 30, 2010 $ 52,062,500 provided, however, that if the aggregate of all Borrowings constituting Delayed Draw Term Loans is in an amount less than $30,000,000, then the amount of the scheduled repayments to be made, commencing with the payment scheduled on June 30, 2008, shall be deemed reduced pro rata by an aggregate amount equal to the difference of $30,000,000 minus the aggregate of all Borrowings constituting Delayed Draw Term Loans; (d) shall, concurrently with the receipt of proceeds from any Disposition but excluding, as long as no Event of Default shall have occurred and be continuing, Net Proceeds from any Disposition or series of Dispositions the proceeds of which are used within 90 days of the earlier of the receipt of the relevant Net Proceeds or the consummation of each such Disposition to replace the assets or property that were the subject of the Disposition, first make a mandatory prepayment of the Term Loans until the Term Loans are paid in full, and then permanently reduce the Revolving Commitment by the amount of any excess not needed to prepay the Term Loans in full and use such excess to first prepay the Revolving Loans then outstanding, and then cash collateralize the Letters of Credit then outstanding in an amount equal to the Credit Facility Pro Rata Share of any such Net Proceeds; provided that notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing at a time when a payment is due under this Section 3.1(d), then the Revolving Commitment shall be deemed automatically reduced by an amount equal to the product of the amount of prepayment required under this clause (d) times a fraction in the numerator of which is the then Revolving Commitment and the denominator of which is aggregate Credit Exposure of all of the Lenders and the Borrowers shall prior to making the prepayment described in the foregoing provisions of this clause (d), pay the amount, if any, required to be paid pursuant to clause (b) of this Section 3.1 as a result of such reduction; and provided further that no such prepayment shall be required pursuant to this clause (d) unless the aggregate amount of such Net Proceeds received by the Borrowers and their Subsidiaries with respect to all Dispositions occurring since the Closing Date and not previously applied to prepayment of the Loans and Unreimbursed Amounts and cash collateralization of the Letters of Credit is at least $1,000,000; (e) shall, upon receipt of insurance proceeds received in connection with a Loss Event and all other insurance proceeds that are not applied or permitted to be applied to pay the cost of restoration or repair in accordance with Section 3(h) of the Cash Collateral Control Agreement, first make mandatory prepayment of the Term Loans in an aggregate amount equal to the Credit Facility Pro Rata Share of 100% of all such insurance proceeds until the Term Loans are paid in full and then permanently reduce the Revolving Commitment by the amount of any excess insurance proceeds not needed to prepay such Term Loans in full and use such excess to first prepay the Revolving Loans then outstanding, and then cash collateralize the Letters of Credit then outstanding in an amount equal to any such insurance proceeds remaining after the prepayment in full of the Loans; (f) shall, upon receipt of proceeds received in connection with the incurrence of any Indebtedness not otherwise permitted in accordance with Section 7.2.2, first make mandatory prepayment of the Term Loans in an aggregate amount equal to the Credit Facility Pro Rata Share of 100% of all such proceeds until the Term Loans are paid in full and then permanently reduce the Revolving Commitment by the amount of any excess insurance proceeds not needed to prepay such Term Loans in full and use such excess to first prepay the Revolving Loans then outstanding, and then cash collateralize the Letters of Credit then outstanding in an amount equal to any such proceeds remaining after the prepayment in full of the Loans; and (g) shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, repay all Loans, all Unreimbursed Amounts and cash collateralize all Letters of Credit, unless, pursuant to Section 8.3, only a portion of all Loans and Letter of Credit Obligations is so accelerated, in which case only the amount accelerated shall be so prepaid or cash collateralized, as the case may be. Each voluntary prepayment of Term Loans made pursuant to clause (a) shall be applied, (i) to the extent of such prepayment, pro rata to and in accordance with the remaining scheduled repayments of Term Loans set forth in clause (c), and (ii) first to Base Rate Loans and second to LIBO Rate Loans. Each mandatory prepayment of Term Loans made pursuant to clause (d), clause (e), clause (f) or clause (g) shall be applied pro rata to the prepayment of the scheduled repayments of the Term Loans set forth in clause (c). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary prepayment of principal of the any Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay in -------------------------- full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: that (i) any such prepayment shall be made pro -------- ------- --- rata among Loans of the same type and, if applicable, having the same ---- Interest Period, (ii) no LIBO Rate Loan may be prepaid on any day other than the last day of the Interest Period for such Loan, (iii) all such voluntary prepayments of LIBO Rate Loans shall require at least three (3) but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent, (iv) all such voluntary prepayments of Base Rate Loans shall require at least one but no more than five Business Days' prior written notice to the Administrative Agent; and (ii) and all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000).; as set forth in Section 3.1.2; ------------- (cb) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with no later than one Business Day following the receipt (or deemed receipt) of any Net Disposition Proceeds in excess of $1,000,000 (individually or any insurance proceeds in the aggregate over the term of this Agreement) or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) Net Debt Proceeds by the Borrower or any of its Subsidiaries, deliver to the Borrower shall Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Debt Proceeds, as the case may be, and, on the last day of the then applicable Interest Period, make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Disposition Proceeds (providedor Net Debt Proceeds, howeveras the case may be, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided3.1.2; provided, however, that no ------------- -------- such mandatory prepayment of Net Disposition Proceeds shall be required under this clause (b) if (i) the Borrower maynotifies the Administrative Agent ---------- no later than 15 days following the execution and delivery of a definitive agreement for the sale, transfer or other disposition of such assets that it is the Borrower's good faith intention to apply such Net Disposition Proceeds toward the acquisition of replacement assets and (ii) the Borrower or one of its Subsidiaries in fact so uses such Net Disposition Proceeds within 180 days following the receipt of Net Disposition Proceeds, with the Lender’s prior written consentamount of Net Disposition Proceeds unused after such 180 day period being applied to prepay the Loans pursuant to Section 3.1.2; ------------- (c) shall, which consent shall not be unreasonably withheldno later than five Business Days following the delivery of the annual audited financial reports required pursuant to clause (b) of ---------- Section 7.1.1 (beginning with the financial reports delivered in respect of ------------- the 1998 Fiscal Year), use insurance proceeds deliver to the Administrative Agent a calculation of the Excess Cash Flow for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relateprior Fiscal Year and, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before on the last Business Day of each Fiscal Quarter day of the Borrowerthen applicable Interest Period following the delivery of such calculation, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to 75% of Excess Cash Flow (if any) for such Fiscal Year (or in the case of the 1998 Fiscal Year, the portion of such Fiscal Year following the Closing Date), to be applied as set forth in Section 3.1.2; provided, however, that no ------------- -------- ------- such prepayment shall be required to be made, if at the time such calculation is made, the Leverage Ratio is less than 2.00:1.00; (d) shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower or any of its Subsidiaries in excess of $1,000,000 (individually or in the aggregate over the term of this Agreement), deliver to the Administrative Agent a calculation of the amount of cash such Net Equity Proceeds, and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of on the last day of the then applicable Interest Period following the delivery of such Fiscal Quarter calculation, make a mandatory prepayment of the Term Loans in an amount equal to 50% of such Net Equity Proceeds, to be applied as set forth in Section 3.1.2; ------------- (e) shall, on the last day of the then applicable Interest Period following the receipt of any Net Casualty Proceeds in excess of Five Million Dollars $1,000,000 ($5,000,000) (excepting Net Proceeds which are not subject to individually or in the aggregate over the term of this Agreement), make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds, to be applied as set forth in Section 3.1.2; provided, ------------- -------- that no mandatory prepayment of Net Casualty Proceeds shall be required under this clause (e) if (i) the Borrower notifies the Administrative Agent ------ --- no later than 60 days following the receipt of such Net Casualty Proceeds of its good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property and (ii) such Net Casualty Proceeds are in fact used to rebuild or replace the damaged, destroyed or condemned assets or property within 180 days following the receipt of such Net Casualty Proceeds with the amount of such Net Casualty Proceeds unused after such 180-day period being applied to the prepayment of Loans pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.3.1.2; ------------- (f) The Borrower shall shall, (i) on the Stated Maturity Date and (ii) on each Quarterly Payment Date occurring during each Fiscal Year set forth below, make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Fiscal Year, as applicable (as such amounts may have otherwise been reduced pursuant to this Agreement): SCHEDULED FISCAL YEAR PRINCIPAL REPAYMENT ----------- ------------------- Fiscal Year 1998 $312,500 Fiscal Year 1999 $312,500 Fiscal Year 2000 $312,500 Fiscal Year 2001 $312,500 Fiscal Year 2002 $312,500 Stated Maturity Date 100% of the Revolving Loans Remaining Outstanding Principal Balance (g) shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans or Obligations pursuant to Section 9.2 8.2 or Section 9.3. Each prepayment of the Revolving 8.3, ----------- ----------- repay all Loans made and Obligations, unless, pursuant to this Section shall be without premium or penalty8.3, unless as only a result ----------- portion of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement all Loans and Obligations are so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) portion so accelerated shall be referred to herein as the “Permissive Prepayments”so repaid.

Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, any: (i) Loans (other than Swing Line Loans); provided that: (iA) any such prepayment shall be made pro rata among Loans of the same type and denominated in the same Currency, if applicable, having the same Interest Period of all Lenders that have made such Loans, and in the case of Term Loans, applied to the remaining amortization payments in such amounts as the Borrowers shall determine; (B) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan unless payments required, if any, pursuant to Section 4.4 are made; (C) all such voluntary prepayments with respect to Term Loans shall be received by the Term Loan Administrative Agent by 12:00 noon at least three but no more than five Business Days’ prior to the date of such repayment; and (D) all such voluntary partial prepayments shall, in the case of Base Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000, and in the case of LIBO Rate Loans, be in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000; and (ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written telephonic notice to the LenderSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (iiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 500,000 and an integral multiple of Five Hundred Thousand Dollars $100,000; and ($500,000)C) no such prepayment of any Money Market Rate Loan may be made on any day other than the maturity date for such Loan unless payments required, if any, pursuant to Section 4.4 are made. (cb) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount Revolving Exposure of all Revolving Loans Loan Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower Borrowers shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently with Commencing on the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or first Quarterly Payment Date occurring on and after the expiration of any period designated for Term Loan Repayment Trigger Date and continuing on each Quarterly Payment Date thereafter through and including the purchase of Qualified Assets, if appropriate) by fourth Quarterly Payment Date prior to the Borrower or any of its SubsidiariesStated Maturity Date, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower Company shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to 0.25% of the original principal amount of the Revolving Term Loans. The balance thereof shall be due in four equal installments, payable on the three Quarterly Payment Dates preceding the Stated Maturity Date and on the Stated Maturity Date. (d) Concurrently with the receipt by the Company of any Net Equity Proceeds, the Company shall make, or cause to be made, a mandatory prepayment of the Loans immediately in an amount equal to the product of (i) such Net Equity Proceeds multiplied by (ii) the applicable Proceeds Reduction Percentage, to be applied as set forth in Section 3.1.2. (e) Concurrently with the receipt by the Company or any Subsidiary of any Net Debt Proceeds, the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2; (f) Within five Business Days receipt of any Net Disposition Proceeds or Net Casualty Proceeds by the Company or any Subsidiary, the Company shall deliver to the Administrative Agents a calculation of the amount of such proceeds and, to the extent the aggregate amount of such proceeds received by the Company and its Subsidiaries in any period of twelve consecutive calendar months since the Closing Date exceeds $2,500,000, the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds or Net Casualty Proceeds; provided that upon written notice by the Company to the Administrative Agents not more than five Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds (so long as no Default has occurred and is continuing), such proceeds may be retained by the Company and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (i) the Company informs the Administrative Agents in such notice of its good faith intention to apply (or cause one or more of the Subsidiary Guarantors to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. or to consummate the restructuring of other assets or properties of the Company and its Subsidiaries located in Europe (in an amount not to exceed $30,000,000 with respect to such assets in Europe), consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (ii) within 180 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 180 day period shall be applied to prepay the Loans as set forth in Section 3.1.2. At any time after receipt of any such Net Disposition Proceeds or Net Casualty Proceeds in excess of $5,000,000 but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agents to the Company, the Company shall deposit an amount equal to such Net Disposition Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have a first priority perfected Lien) pending application as a prepayment or to be released as requested by the Company in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Company. Notwithstanding the foregoing, in the event that the application of Net Disposition Proceeds or Net Casualty Proceeds by any Foreign Subsidiary to repay the Loans as required by this clause would result in a materially increased Tax liability for the Company (as reasonably determined by the Administrative Agents in consultation with the Company), such Foreign Subsidiary shall not be required to apply such Net Disposition Proceeds or such Net Casualty Proceeds to prepay the Loans. (g) Within 100 days after the close of each Fiscal Year (beginning with the close of the 2006 Fiscal Year), the Company shall make, or cause to be made, a mandatory prepayment of the Loans in an amount equal to the product of (i) Excess Cash Flow (if any) for such Fiscal Year multiplied by (ii) the applicable Proceeds Reduction Percentage, to be applied as set forth in Section 3.1.2; provided that the amount payable for the 2006 Fiscal Year will be calculated by dividing the amount otherwise payable by 365 and then multiplying the result by the actual number of days elapsed from the Closing Date through December 31, 2006. (h) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Loans (other than Swing Line Loans); provided that, (A) any such voluntary prepayment of the New Term Loans shall be made of the same type and, if applicable, having the same Interest Period of all Lenders that have made such New Term Loans (applied to the remaining amortization payments for the New Term Loans in such amounts as the Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three (31) in the case of Base Rate Loans, one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent and (2) in the case of LIBO Rate Loans, three but no more than five Business Days’ prior notice to the Administrative Agent; and and (iiC) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000; and (ii) Swing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $200,000 and an integral multiple of $100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount Revolving Exposure of all Revolving Loans Loan Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently On each Quarterly Payment Date (beginning with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified AssetsQuarterly Payment Date on March 31, if appropriate) by the Borrower or any of its Subsidiaries2010), the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all New Term Loans in an amount equal to 0.25% of the original principal amount of all New Term Loans, with the remaining amount of New Term Loans due and payable in full on the Stated Maturity Date for New Term Loans. (d) [Reserved]. (e) TheTo the extent any New Term Loans are outstanding, the Borrower shall (subject to the next proviso) within 10 days after receipt of any Net Disposition Proceeds or Net Casualty Proceeds in excess of $2,000,000 by the Borrower or any of its U.S. Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such (i) Net Disposition Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $10,000,000 and (ii) Net Casualty Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $50,000,000, the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to 100% of such excess Net Disposition Proceeds or Net Casualty Proceeds, as applicable; provided that, so long as (i) no Event of Default has occurred and is continuing, such proceeds may be retained by the Borrower and its U.S. Subsidiaries (and be excluded from the prepayment requirements of this clause) to be invested or reinvested within one year or, subject to immediately succeeding clause (ii), 18 months or 36 months, as applicable, to the acquisition or construction of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (ii) within one year following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are (A) applied or (B) committed to be, and actually are, applied within (I) 18 months following the receipt of such Net Disposition Proceeds or (II) 36 months following the receipt of such Net Casualty Proceeds, in each case to such acquisition or construction plan. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such one year, 18 months or 36 months, as applicable, period shall be applied to prepay the New Term Loans as set forth in Section 3.1.2. At any time after receipt of any such Net Casualty Proceeds in excess of $25,000,000 but prior to the application thereof to such mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower, the Borrower shall deposit an amount equal to such excess Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have a first priority perfected Lien) pending application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Borrower. (f) WithinTo the extent any New Term Loans are outstanding, within 100 days after the close of each Fiscal Year (beginning with the Fiscal Year ending 2009) the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to (i) the product of (A) the Excess Cash Flow (if any) for such Fiscal Year multiplied by (B) the Applicable Percentage minus (ii) the aggregate amount of all voluntary prepayments of Loans (but including Revolving Loans and Swing Line Loans only to the extent of a corresponding reduction of the Revolving Loan Commitment Amount pursuant to Section 2.2.1) made during such Fiscal Year, to be applied as set forth in Section 3.1.2; (g) Concurrently with the receipt by the Borrower or any of its U.S. Subsidiaries of any Net Debt Proceeds, the Borrower shall make a mandatory prepayment of the New Term Loans immediately in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2. (h) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower Borrowers shall repay in full the unpaid principal amount of each Revolving Loan on the Stated Maturity Date, each Competitive Bid Loan upon the Revolving Competitive Bid Loan Maturity DateDate therefor, the Borrowers shall Cash Collateralize the Loan Note Guaranty on the Stated Maturity Date and the Borrowers shall Cash Collateralize all Letters of Credit Outstandings on the Stated Maturity Date unless such Letters of Credit have been canceled or replaced. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower Borrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Revolving Loans (any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans); (A) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (B) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $500,000; and (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter, with the Swing Line Lender to be fully protected with respect to disputes regarding telephonic notices); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 400,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)200,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans, Swing Line Loans and the Dollar Equivalent of Other Currency Loans, (ii) the aggregate amount of all Letter of Credit Outstandings and (iii) the aggregate amount of all Loan Note Guaranty Obligations exceeds the Revolving Loan Commitment Amount Amount, the Borrowers shall make a mandatory prepayment of Revolving Loans, the Dollar Equivalent of Other Currency Loans or Swing Line Loans (as it may be reduced or both) and, if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) Upon three Business Days' notice from the Administrative Agent, in the event that the Administrative Agent shall have determined at any time (including on each date of the making of any Loan and on the date of a Continuation/Conversion Notice with respect to timeany Loan or at any other time periodically) that the aggregate principal amount of all Revolving Loans outstanding (after converting, including pursuant for calculation purposes, all such Loans denominated in Other Currencies to Section 2.2) less the their Dollar Equivalent on such date of determination), together with, if applicable, all Letter of Credit Outstandings and the Lender Dollar Equivalent of Loan Note Guaranty Disbursements (Obligations, was in excess of 105% of the amount of such excess being an “Overadvance”), Revolving Loan Commitment Amount the Borrower Borrowers shall make a mandatory prepayment in an aggregate principal amount of such Loans denominated in Other Currencies, such that the Dollar Equivalent of the Overadvanceoutstanding principal amount of such Loans, together with accrued interest thereonwhen added, if applicable, to the aggregate principal amount of all Loans outstanding denominated in Dollars, all Letter of Credit Outstandings and Loan Note Guaranty Obligations, as applicable, do not exceed the applicable Commitment Amount. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, any (i) Loans (other than Swing Line Loans); provided, however, that: that (iA) any such prepayment of the Term Loans shall be made pro rata among Term A Loans and Term B Loans (to be applied as set forth in Section 3.1.2) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans (to be applied as set forth in Section 3.1.2); (B) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 100,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)25,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently On the Stated Maturity Date with respect to the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any Term A Loans and on each Quarterly Payment Date occurring during each period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariesset forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or period during which such Quarterly Payment Date occurs, as applicable: Amount of Required Period Principal Repayment ------ ------------------- 01/01/00 through (and including) 01/02/01 $468,750.00 01/03/01 through (and including) 12/31/01 $1,406,250.00 01/01/02 through (and including) 12/31/02 $2,343,750.00 01/01/03 through (and including) 12/31/03 $4,218,750.00 01/01/04 through (and including) 12/31/04 $4,687,500.00 01/01/05 through (and including) 9/30/05 $5,625,000.00 44 Stated Maturity Date for Term A Loans $5,625,000.00 or, if different, the then outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”all Term A Loans.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Loans (other than Swing Line Loans); provided that, (A) any such voluntary prepayment of the New Term Loans shall be made of the same type and, if applicable, having the same Interest Period of all Lenders that have made such New Term Loans (applied to the remaining amortization payments for the New Term Loans in such amounts as the Borrower shall determine) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three (31) in the case of Base Rate Loans, one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent and (2) in the case of LIBO Rate Loans, three but no more than five Business Days’ prior notice to the Administrative Agent; and and (iiC) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000; and (ii) Swing Line Loans; provided that, (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of $200,000 and an integral multiple of $100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount Revolving Exposure of all Revolving Loans Loan Lenders exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently On each Quarterly Payment Date (beginning with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified AssetsQuarterly Payment Date on March 31, if appropriate) by the Borrower or any of its Subsidiaries2010), the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all New Term Loans in an amount equal to 0.25% of the original principal amount of all New Term Loans, with the Revolving remaining amount of New Term Loans immediately upon due and payable in full on the Stated Maturity Date for New Term Loans. (d) [Reserved]. (e) To the extent any acceleration New Term Loans are outstanding, the Borrower shall (subject to the next proviso) within 10 days after receipt of any Net Disposition Proceeds or Net Casualty Proceeds in excess of $2,000,000 by the Borrower or any of its U.S. Subsidiaries, deliver to the Administrative Agent a calculation of the Revolving Loan Maturity amount of such proceeds, and, to the extent the aggregate amount of such (i) Net Disposition Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $10,000,000 and (ii) Net Casualty Proceeds received by the Borrower and its U.S. Subsidiaries in any period of twelve consecutive calendar months since the Original Closing Date exceeds $50,000,000, the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to 100% of such excess Net Disposition Proceeds or Net Casualty Proceeds, as applicable; provided that, so long as (i) no Event of Default has occurred and is continuing, such proceeds may be retained by the Borrower and its U.S. Subsidiaries (and be excluded from the prepayment requirements of this clause) to be invested or reinvested within one year or, subject to immediately succeeding clause (ii), 18 months or 36 months, as applicable, to the acquisition or construction of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 9.2 7.2.1 (including by way of merger or Investment), and (ii) within one year following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are (A) applied or (B) committed to be, and actually are, applied within (I) 18 months following the receipt of such Net Disposition Proceeds or (II) 36 months following the receipt of such Net Casualty Proceeds, in each case to such acquisition or construction plan. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such one year, 18 months or 36 months, as applicable, period shall be applied to prepay the New Term Loans as set forth in Section 9.33.1.2. Each At any time after receipt of any such Net Casualty Proceeds in excess of $25,000,000 but prior to the application thereof to such mandatory prepayment or the acquisition of other assets or properties as described above, upon the request by the Administrative Agent (acting at the direction of the Required Lenders) to the Borrower, the Borrower shall deposit an amount equal to such excess Net Casualty Proceeds into a cash collateral account maintained with (and subject to documentation reasonably satisfactory to) the Collateral Agent for the benefit of the Secured Parties (and over which the Collateral Agent shall have a first priority perfected Lien) pending application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Amounts deposited in such cash collateral account shall be invested in Cash Equivalent Investments, as directed by the Borrower. (f) To the extent any New Term Loans are outstanding, within 100 days after the close of each Fiscal Year (beginning with the Fiscal Year ending 2009) the Borrower shall make a mandatory prepayment of the New Term Loans in an amount equal to (i) the product of (A) the Excess Cash Flow (if any) for such Fiscal Year multiplied by (B) the Applicable Percentage minus (ii) the aggregate amount of all voluntary prepayments of Loans (but including Revolving Loans made pursuant and Swing Line Loans only to this Section shall be without premium or penalty, unless as the extent of a result corresponding reduction of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and pursuant to Section 2.2.1) made during such amounts may Fiscal Year, to be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein applied as the “Permissive Prepayments”.set forth in Section 3.1.2;

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans of the Borrower; provided, however, that: that (i) any such prepayment shall be made pro rata among Loans to the Borrower of the same type and, if applicable, having the same Interest Period, of all Banks; (ii) if the Borrower makes such prepayment of any LIBO Rate Loan on any day other than the last day of the Interest Period for such Loan then the Borrower shall be responsible for the increased cost to the Banks as provided more fully in Section 4.4; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven five (75) Business Days’ ' prior written notice to the LenderAdministrative Agent; and and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 500,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).100,000; (cb) Subject to Section 2.1(a)shall, on each date when the sum any reduction in or termination of the Commitment Amount shall become effective (including pursuant to Section 2.2, but excluding any such reduction or termination resulting from a Borrowing Base Deficiency), and on each date when the outstanding aggregate principal amount of all Loans and Letter of Credit Liabilities, exceeds the Commitment Amount (as reduced by the aggregate value of all margin accounts maintained by the Borrower and any Restricted Subsidiary in respect of Hedging Obligations in accordance with the definition of "Commitment Amount"), first, make a mandatory prepayment in an amount at least equal to the aggregate, outstanding principal amount of all Revolving Loans exceeds in excess of the Revolving Loan Commitment Amount (as it may be reduced from time or terminated, and, if such mandatory prepayment was not sufficient to timereduce the unpaid principal balance of the Loans to an amount that, including pursuant when added to Section 2.2) less the Letter of Credit Outstandings and Liabilities, does not exceed the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)Commitment Amount as reduced or terminated, the Borrower shall make a mandatory prepayment of the Overadvancethen second, together with accrued interest thereon. (d) Concurrently deposit cash collateral with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated Administrative Agent as security for the purchase of Qualified AssetsObligations, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds prepayments and cash deposits to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate excess, if any, of the aggregate, outstanding principal amount of cash all Loans and cash equivalents in Letter of Credit Liabilities over the Borrower’s and its Subsidiaries’ accountsCommitment Amount as so reduced or terminated; (c) shall, as within ten (10) days of receipt of notice from the last day Administrative Agent that a Borrowing Base Deficiency then exists (or delivery of such Fiscal Quarter in excess notice from the Borrower of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment a Borrowing Base Deficiency required pursuant to Section 3.1(d) above7.1.1(e)), however, such either (i) make a mandatory prepayment shall not exceed equal to the amount of the Revolving Loans outstanding Borrowing Base Deficiency or elect to make payments at least equal to the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date, or (ii) notify the Administrative Agent that time. Such it shall execute and deliver, or cause one or more of its Restricted Subsidiaries to execute and deliver, to the Collateral Agent within thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent securing payment of the Obligations and covering other Properties of the Borrower or its Restricted Subsidiaries, including additional Oil and Gas Properties directly owned by the Borrower or one or more of the Restricted Subsidiaries which are not then covered by any Security Document and which are of a type and nature satisfactory to the Administrative Agent, and having a value (as determined by the Administrative Agent and the Banks in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, sufficient to eliminate the Borrowing Base Deficiency; provided, that if the Borrower shall elect to execute and deliver (or cause one or more of its Restricted Subsidiaries to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (ii) of this Section 3.1(c), it shall provide concurrently with notice of such election to the Administrative Agent with descriptions of the additional assets to be collaterally assigned (together with current valuations, engineering reports, Security Documents described in such subclause (ii), title evidence or opinions applicable thereto and other documents including opinions of counsel, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent); and further provided that if the Administrative Agent has not received within such ten (10) day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (ii) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other person, the Borrower shall be deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date; (d) shall, if a Permitted 2002 Bond Transaction is consummated after the Effective Date under this Agreement, make a mandatory prepayment shall be made by wire transfer in an amount equal to the lesser of immediately available funds. (fi) The Borrower shall make a scheduled repayment the aggregate principal amount of all Loans of the Borrower then outstanding under this Agreement, and (ii) the aggregate outstanding principal amount of the Revolving Loans notes issued by the Borrower under such Permitted 2002 Bond Transaction (net of any reasonable costs incurred by the Borrower as a result of the issuance of such notes); (e) shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, repay all Loans and deposit cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities, unless, pursuant to Section 8.3, only a portion of all Loans and Letters of Credit is so accelerated; (f) shall, on the first Business Day following any disposition of assets (other than dispositions of Hydrocarbons in the ordinary course of business) permitted by Section 7.2.9, make a payment of 100% of the Net Cash Proceeds received from such disposition to be applied to the outstanding Loans (or deposited as cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities); provided, however, that if no Borrowing Base Deficiency shall exist as a result of such disposition and no Event of Default has occurred and is continuing, then subject to the requirements of clause (g) of this Section 3.1 the Borrower may retain such funds and such payment shall not be required; and (g) shall, if the Borrower and its Subsidiaries shall hold cash and Cash Equivalents exceeding $100,000,000 in the aggregate for any period of three (3) consecutive Business Days, make a payment on the first Business Day immediately following such three (3) consecutive Business Day period in an amount equal to the excess of the fair market value of the cash and Cash Equivalents held by the Borrower and its Subsidiaries on such Business Day over $100,000,000; provided that for purposes of this clause (g), cash or Cash Equivalents held by a qualified intermediary pursuant to a deferred exchange agreement shall not be treated as being held by the Borrower or its Subsidiaries. Each prepayment of the Revolving Loans any Loan made pursuant to this Section shall be without premium or penalty, unless except for reimbursements as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount Amount. All amounts paid pursuant to this Section shall be applied first as prepayments on the Loans and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)extent all Loans are repaid, (d) or (e) any excess amount shall be referred transferred to herein the Administrative Agent to be held as cash collateral for the “Permissive Prepayments”Obligations and applied thereto pursuant to Section 2.7.4.

Repayments and Prepayments. The Borrower Issuer shall repay in full -------------------------- the unpaid principal amount of each Revolving Noteholder Loan upon on the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.Issuer: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business DayPayment Date with respect to any Noteholder Loan, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving such Noteholder Loan, ; provided, however, that:that -------- ------- (i) all such voluntary prepayments shall require (x) in the case of prepayments of $20,000,000 or less, at least three two Business Days' (3) but no more than seven (7) five Business Days’ ') prior written notice to the LenderAdministrator, (y) in the case of prepayments of less than or equal to $50,000,000 but more than $20,000,00, at least five Business Days' prior written notice to the Administrator and (z) in the case of all other prepayments, at least ten Business Days' prior written notice to the Administrator; and (ii) all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000).; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Facility Amount (as it may be reduced from time to time, including becomes effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.05, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Noteholder ------------ Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Noteholder Loans over the Facility Amount as so reduced; (d) shall, to the extent (i) there is a Reassignment of any Financed Student Loans pursuant to Section 6.02 or (ii) the Master Servicer repurchases a ------------ Financed Student Loan pursuant to Section 12.05, in either case, prepay the ------------- outstanding Principal Balance of the Noteholder Loan in an amount equal to the principal portion of the Reassignment Amount or the Servicer Repurchase Amount, as applicable, therefor on such date; and (e) shall, immediately upon any acceleration of the Revolving Loan Maturity Date of any Noteholder Loans pursuant to Section 9.2 or Section 9.38.02, repay such Noteholder Loans. ------------ Each such prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to the payment of any amounts required by Section 4.03 resulting from a premium prepayment or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Noteholder ------------ Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Payment Date with respect thereto.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate for such Loan. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: (i) any such prepayment shall be made pro rata among Loans of the same Type (such Type to be specified by the Borrower) of the Class or Classes of Loans being prepaid and, if applicable, having the same Interest Period (such Interest Period or Interest Periods to be specified by the Borrower) of all Lenders; (ii) any such prepayment shall be made among the Class of Loans to be specified by the Borrower, for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; (iii) all such voluntary prepayments shall require at least three (3or, in the case of Base Rate Loans, two) but no more than seven (7) ten Business Days’ ' prior written notice to the LenderAgent; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).1,000,000; (cb) Subject to Section 2.1(a)shall, (i) on each date when any reduction in the sum 364-day Facility Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all 364-day Loans, equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving 364-day Loans exceeds over the Revolving Loan 364-day Facility Commitment Amount as so reduced, and (as it may be reduced from time to timeii) on each date when any reduction in the Three-year Facility Commitment Amount shall become effective, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving all Three-year Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of all Three-year Loans over the Revolving Loans Three-year Facility Commitment Amount as so reduced; (c) shall, concurrently with the receipt by the Parent or any of its Subsidiaries of any Net Disposition Proceeds (excluding, however any Net Disposition Proceeds received pursuant to a Securitization) in connection with a sale, transfer, contribution or conveyance (excluding the first $150,000,000 of such Net Disposition Proceeds received after the date hereof), deliver to the Agent a notice including a calculation of the amount of such Net Disposition Proceeds and the Three-year Facility Commitment Amount (or if the Three-year Facility Commitment Amount is zero, the 364-day Facility Commitment Amount) shall automatically be reduced in an amount equal to 50% of such Net Disposition Proceeds; (d) shall, concurrently with the receipt by the Parent or any of its Subsidiaries of any Net Disposition Proceeds in connection with a sale, transfer, lease, contribution or conveyance pursuant to a Securitization (excluding up to $50,000,000 of such Net Disposition Proceeds received after the date hereof), deliver to the Agent a notice including a calculation of the amount of such Net Disposition Proceeds and the Three-year Facility Commitment Amount (or if the Three-year Facility Commitment Amount is zero, the 364-day Facility Commitment Amount) shall automatically be reduced in an amount equal to 100% of such Net Disposition Proceeds; (e) shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3., repay all Loans, unless, pursuant to Section 8.3. only a portion of all Loans is so accelerated, in which case the portion of the Loans so accelerated shall be repaid. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan 364-day Facility Commitment Amount and such amounts may be reborrowed prior to or the Revolving Loan Three-year Facility Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Final Maturity Date. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made only as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, subject to the provisions of Section 3.4.2, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving LoanLoans without penalty or premium; provided that, provided, however, that: (i) all such voluntary prepayments shall require at least three one (31) but no Business Day’s prior notice (such notice to be delivered before 12:00 noon (Central time) on such day) and in any case not more than seven five (75) Business Days’ prior written irrevocable notice to the LenderAdministrative Agent; and and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000. Each notice of prepayment sent pursuant to this clause ($500,000)a) shall specify the prepayment date and the principal amount of the Loan to be prepaid. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount stated therein on the date stated therein. (b) [Reserved] (c) Subject to Section 2.1(a)The Borrower shall, on the earlier of (i) ninety (90) days after the end of each date when the sum fiscal year of the aggregate outstanding principal amount of all Revolving Loans exceeds Borrower and (ii) the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment date of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment delivery of the Revolving financial information required under Section 7.2.1 with respect to each fiscal year, prepay the Loans in an amount equal to one hundred twenty-five percent (10025%) of Excess Cash Flow for such Net Proceeds fiscal year; provided however, that the amount of any prepayment required under this Section 3.4.1(c) shall be reduced on a dollar-for-dollar basis if such Excess Cash Flow proceeds are used to make a prepayment of the loans under the Revolving Credit Agreement on such date. Notwithstanding anything herein to the contrary, any Lender may elect, by notice to the Administrative Agent within at least two (provided2) Business Days of the applicable prepayment date, howeverto decline (in whole but not in part) any prepayment of its Loans pursuant to this Section 3.4.1(c), in which case the aggregate amount of the prepayment that would have been applied to prepay the Loans of such declining Lender shall be re-offered to those Lenders under this Agreement (if any) who have initially accepted such prepayment (such re-offer to be made to each such Lender based on the percentage which such Lender’s Loans represents of the aggregate Loans of all Lenders who initially accepted such prepayment). In the event of such re-offer, the relevant Lenders may elect, by notice to the Administrative Agent within one (1) Business Day of receiving notification of such re-offer, to decline (in whole but not in part) the amount of such prepayment that is re-offered to them. The aggregate amount of the prepayment that would have been applied to prepay accepting Lenders but was so declined shall be retained by the Borrower. (d) Immediately upon any acceleration of the Final Maturity Date of any Loans pursuant to Section 8.1, the Borrower shall only be required to make a mandatory prepayment of repay all the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment accompanied by all interest then accrued and unpaid on the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”so prepaid.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require, in the case of Base Rate Loans at least one Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Day’s prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000; and (ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written telephonic notice to the LenderSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and and (iiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 250,000 and an integral multiple of Five Hundred Thousand Dollars $50,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of each Borrowing ($500,000)or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Revolving Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Revolving Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (ci) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereonRevolving Loans or Swing Line Loans (or both). (dii) The Borrower shall also make mandatory repayments in accordance with clause (b) of Section 2.6. (c) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its SubsidiariesSubsidiaries of any Net Debt Proceeds, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (providedDebt Proceeds, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof3.1.2. (ed) On In the event the Borrower or before the last Business Day any of each Fiscal Quarter of the Borrowerits Subsidiaries receives any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall (subject to the proviso hereto), within 5 Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Casualty Proceeds, and, to the extent the aggregate amount of such proceeds received by the Borrower and their respective Subsidiaries in any Fiscal Year exceeds $1,000,000, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Revolving Loans in an amount equal to 100% of such excess; provided that, upon written notice by the aggregate Borrower to the Administrative Agent not more than 5 Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the Borrower and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (A) the Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (B) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of cash and cash equivalents such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth in Section 3.1.2; provided that in the Borrower’s and its Subsidiaries’ accounts, as of event the last day Borrower or such Subsidiary has not applied such committed but unused Net Disposition Proceeds or Net Casualty Proceeds for such acquisition within eighteen months following the receipt of such Fiscal Quarter Net Disposition Proceeds or Net Casualty Proceeds, all of such committed but unused Net Disposition Proceeds or Net Casualty Proceeds shall be applied to prepay the Loans as set forth in Section 3.1.2 at the end of such eighteen-month period. At any time after receipt of any such Net Disposition Proceeds or Net Casualty Proceeds in excess of Five Million Dollars $2,500,000 during any Fiscal Year ($5,000,000individually or in the aggregate) but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, the Borrower shall deposit (excepting Net or cause to be deposited) an amount equal to such excess into a cash collateral account (the “Proceeds which are not Account”) maintained with (and subject to mandatory prepayment pursuant to Section 3.1(ddocumentation reasonably satisfactory to) above), however, such mandatory prepayment shall not exceed the amount Administrative Agent for the benefit of the Revolving Loans outstanding at Secured Parties (and over which the Administrative Agent shall have a first priority perfected Lien that timebenefits from the priorities established for Priority Payment Lien Obligations under the First Lien Intercreditor Agreement) pending such application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Such mandatory prepayment Amounts deposited in such cash collateral account shall be made invested in Cash Equivalent Investments, as directed by wire transfer of immediately available fundsthe Borrower. (fe) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Sections 8.2 or 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 9.2 or Section 9.38.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result may be required by Section 4.4. In lieu of such making any mandatory prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), clauses (c), (d) ), or (e) of this Section in respect of any LIBO Rate Loan other than on the last day of the Interest Period therefor, so long as no Default shall cause a reduction have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the LIBO Rate Loan to be prepaid and such LIBO Rate Loan shall be repaid on the last day of the Interest Period therefor in the Revolving Loan Commitment Amount required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent (including that the Administrative Agent has been granted a Lien over such deposit that benefits from the priorities established for Priority Payment Lien Obligations under the First Lien Intercreditor Agreement), earning interest at the then-customary rate for accounts of such type. Such deposit shall cash collateralize the applicable Obligations; provided that (A) the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section, subject to the provisions of Section 4.4 and (B) upon the occurrence of an Event of Default, such amounts on deposit may be reborrowed prior applied by the Administrative Agent to prepay the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Loans.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that:any (i) Loans (other than Swing Line Loans); provided that (A) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require, in the case of Base Rate Loans at least one Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Day’s prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000; and (ii) Swing Line Loans; provided that (A) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written telephonic notice to the LenderSwing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and and (iiB) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 250,000 and an integral multiple of Five Hundred Thousand Dollars $50,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of each Borrowing ($500,000)or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Revolving Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Revolving Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (ci) Subject to Section 2.1(a), on On each date when the sum of the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereonRevolving Loans or Swing Line Loans (or both). (dii) The Borrower shall also make mandatory repayments in accordance with clause (b) of Section 2.6. (c) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its SubsidiariesSubsidiaries of any Net Debt Proceeds, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (providedDebt Proceeds, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof3.1.2. (ed) On In the event the Borrower or before the last Business Day any of each Fiscal Quarter of the Borrowerits Subsidiaries receives any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall (subject to the proviso hereto), within 5 Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Casualty Proceeds, and, to the extent the aggregate amount of such proceeds received by the Borrower and their respective Subsidiaries in any Fiscal Year exceeds $1,000,000, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Revolving Loans in an amount equal to 100% of such excess; provided that, upon written notice by the aggregate Borrower to the Administrative Agent not more than 5 Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the Borrower and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (A) the Borrower informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties in the U.S. consistent with the businesses permitted to be conducted pursuant to Section 7.2.1 (including by way of merger or Investment), and (B) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of cash and cash equivalents such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth in Section 3.1.2; provided that in the Borrower’s and its Subsidiaries’ accounts, as of event the last day Borrower or such Subsidiary has not applied such committed but unused Net Disposition Proceeds or Net Casualty Proceeds for such acquisition within eighteen months following the receipt of such Fiscal Quarter Net Disposition Proceeds or Net Casualty Proceeds, all of such committed but unused Net Disposition Proceeds or Net Casualty Proceeds shall be applied to prepay the Loans as set forth in Section 3.1.2 at the end of such eighteen-month period. At any time after receipt of any such Net Disposition Proceeds or Net Casualty Proceeds in excess of Five Million Dollars $2,500,000 during any Fiscal Year ($5,000,000individually or in the aggregate) but prior to the application thereof to a mandatory prepayment or the acquisition of other assets or properties as described above, the Borrower shall deposit (excepting Net or cause to be deposited) an amount equal to such excess into a cash collateral account (the “Proceeds which are not Account”) maintained with (and subject to mandatory prepayment pursuant to Section 3.1(ddocumentation reasonably satisfactory to) above), however, such mandatory prepayment shall not exceed the amount Administrative Agent for the benefit of the Revolving Loans outstanding at Secured Parties (and over which the Administrative Agent shall have a first priority perfected Lien that timebenefits from the priorities established for Priority Payment Lien Obligations under the First Lien Intercreditor Agreement) pending such application as a prepayment or to be released as requested by the Borrower in respect of such acquisition. Such mandatory prepayment Amounts deposited in such cash collateral account shall be made invested in Cash Equivalent Investments, as directed by wire transfer of immediately available fundsthe Borrower. (fe) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Sections 8.2 or 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 9.2 or Section 9.38.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result may be required by Section 4.4. In lieu of such making any mandatory prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), clauses (c), (d) ), or (e) of this Section in respect of any LIBO Rate Loan other than on the last day of the Interest Period therefor, so long as no Default shall cause a reduction have occurred and be continuing, the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the LIBO Rate Loan to be prepaid and such LIBO Rate Loan shall be repaid on the last day of the Interest Period therefor in the Revolving Loan Commitment Amount required amount. Such deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent (including that the Administrative Agent has been granted a Lien over such deposit that benefits from the priorities established for Priority Payment Lien Obligations under the First Lien Intercreditor Agreement), earning interest at the then-customary rate for accounts of such type. Such deposit shall cash collateralize the applicable Obligations; provided that (A) the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section, subject to the provisions of Section 4.4 and (B) upon the occurrence of an Event of Default, such amounts on deposit may be reborrowed prior applied by the Administrative Agent to prepay the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Loans.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon and Cash-Collateralize the Revolving Loan Maturity LC Obligations in full on the Commitment Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: , (i) unless otherwise consented to by Administrator, all such voluntary prepayments shall require at least three two (32) but no more than Business Days’ (or, in the case of a voluntary prepayment of $10,000,000 or more, at least seven (7) Business Days’ ’) prior written notice to Administrator, which notice shall be substantially in the Lender; and form of Exhibit F hereto, (ii) unless otherwise consented to by Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $100,000, and ($500,000iii) unless and until the aggregate outstanding principal balance of the Loans hereunder is less than 10% of the highest amount ever borrowed hereunder, no such prepayment may be made with any funds other than (A) Collections and (B) the Borrower’s initial paid-in cash capital (if any then remains).; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.7, the Borrower shall make a mandatory prepayment of the OveradvanceLoans and/or Cash-Collateralize the LC Obligations, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as if any, of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed Credit Exposure over the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.Facility Limit as so reduced; (fc) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans shall, immediately upon any acceleration of the Revolving Loan Maturity Scheduled Commitment Termination Date of any Loans pursuant to Section 9.2 or 10.3, repay all Loans and Cash-Collateralize the LC Obligations, unless, pursuant to Section 9.3. Each 10.3(a), only a portion of the Credit Exposure is so accelerated, in which event the Borrower shall repay the accelerated portion of the Loans and Cash-Collateralize the accelerated portion of the LC Obligations; and (d) shall, immediately upon discovering that a Borrowing Base Deficit exists, make a prepayment of the Revolving Loans made pursuant and/or Cash-Collateralize the LC Obligations in an amount equal to this Section such Borrowing Base Deficit. Each such prepayment shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such any amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 6.2.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon (i) the Revolving Loan Loans other than the Sixth Delayed Draw Loans and the Seventh Delayed Draw Loans on the Existing Maturity Date and (ii) the Sixth Delayed Draw Loans and the Seventh Delayed Draw Loans on the Seventh Amendment Tranche Maturity Date. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below.: (a) The Borrower shall make have the following principal reductions on right, upon at least three Business Days’ prior notice to the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen Administrative Agent, at any time and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on to prepay any Business Day, unpaid principal amount of the Borrower may make a voluntary prepaymentLoans, in whole or in part. (b) (i) With respect to Loans other than Sixth Delayed Draw Loans and Seventh Delayed Draw Loans, commencing on January 1, 2026, and on the first Business Day of each Fiscal Quarter thereafter until the Existing Maturity Date, the Borrower shall make a scheduled principal payment equal to 16.67% of the unpaid principal amount of such Loans outstanding on January 1, 2026 (for the avoidance of doubt, prior to giving effect to such scheduled principal payment) and (ii) with respect to Sixth Delayed Draw Loans and Seventh Delayed Draw Loans, commencing on January 1, 2027, and on the first Business Day of each Fiscal Quarter thereafter until the Seventh Amendment Tranche Maturity Date, the Borrower shall make a scheduled principal payment equal to 12.5% of the unpaid principal amount of such Loans outstanding on January 1, 2027 (for the avoidance of doubt, prior to giving effect to such scheduled principal payment). (c) Within three Business Days of receipt by Holdings, the Borrower or any Subsidiary of any (i) Net Casualty Proceeds or Net Asset Sales Proceeds with respect to any Disposition of Non-Core Assets (other than any Disposition of EB-66) (in one transaction or a series of related transactions) in excess of €5,000,000 or (ii) Net Casualty Proceeds or Net Asset Sales Proceeds with respect to any Disposition of assets that are not Non-Core Assets (in one transaction or a series of related transactions) in excess of €1,000,000, the Borrower shall notify the Administrative Agent and Lenders thereof. If requested by the Required Lenders, the Borrower shall within three Business Days of such request make a mandatory prepayment of the outstanding principal amount of any Revolving Loanthe Loans, provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%x) 35% of any portion of such Net Casualty Proceeds or Net Asset Sales Proceeds from a Disposition of Non-Core Assets (providedother than any Disposition of EB-66) that exceeds €5,000,000 or (y) 100% of any portion of such Net Casualty Proceeds or Net Asset Sales Proceeds from a Disposition of assets that are not Non-Core Assets that exceeds €1,000,000 (or, howeverin each case, such lesser amount as the Borrower shall only be required to make a mandatory prepayment Required Lenders may specify on the date of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assetssuch request), insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however3.3; provided that if (A) prior to the date on which any prepayment is required to be made hereunder, the Borrower maynotifies the Administrative Agent and the Lenders of its intention to reinvest such Net Casualty Proceeds or Net Asset Sales Proceeds, with as applicable, in assets (which, for the Lender’s prior written consentavoidance of doubt, which consent shall not be unreasonably withheldinclude inventory or other current assets, use insurance proceeds for unless such assets were the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable type subject to the Lender. The applicable Net Casualty Proceeds or Net Asset Sales Proceeds) used or useful in the business of Holdings, the Borrower willand the Subsidiaries, prior to prepaying the Revolving Loansthen, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day so long as no Event of each Fiscal Quarter of the BorrowerDefault then exists, the Borrower shall not be required to make a mandatory prepayment hereunder to the extent that such Net Casualty Proceeds or Net Asset Sales Proceeds, as applicable, are so reinvested (or committed to be reinvested pursuant to a binding agreement) within 180 days following receipt thereof (and, in the case of any such commitment to reinvest, (x) are actually reinvested within 180 days following the expiration of such initial 180 day period or (y) are deposited into an escrow account or other segregated deposit account which is a Controlled Account used solely to hold such proceeds (a “Reinvestment Account”), and (B) if any Net Casualty Proceeds or Net Asset Sales Proceeds, as applicable, previously designated for reinvestment have not been so reinvested (or committed to be reinvested) prior to the expiration of the applicable period described in the foregoing clause (A) or if any Net Casualty Proceeds or Net Asset Sales Proceeds that have been deposited into a Reinvestment Account cease to be subject to a binding agreement to reinvest, the Borrower shall promptly make a prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans with (i) 35% of any portion of such Net Casualty Proceeds or Net Asset Sales Proceeds from a Disposition of Non-Core Assets (other than any Disposition of EB-66) that exceeds €5,000,000 or (ii) 100% of any portion of such Net Casualty Proceeds or Net Asset Sales Proceeds from a Disposition of assets that are not Non-Core Assets that exceeds €1,000,000 (or, in each case, such lesser amount as the Required Lenders may specify at such time), in each case, that are not so reinvested (or committed to be reinvested) or that cease to be subject to a binding agreement to reinvest, as applicable. Funds held in any Reinvestment Account shall be used solely for the reinvestment purposes described in this Section 3.2(c). (d) The Borrower shall repay the Loans in full immediately upon any acceleration of the Revolving Loan applicable Maturity Date thereof pursuant to Section 9.2 or Section 9.3. Each prepayment , unless, pursuant to Section 9.3, only a portion of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement is so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) portion so accelerated shall be referred to herein as the “Permissive Prepayments”so repaid).

Repayments and Prepayments. The Borrower shall repay in -------------------------- full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that:that -------- ------- (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) five Business Days’ ' prior written notice to the LenderAgent; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).250,000; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum Commitment Amount shall become effective, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate aggregate, outstanding principal amount of all Revolving Loans exceeds over the Revolving Loan Commitment Amount as so reduced; (as it may be reduced c) shall, on or before the first Business Day following its receipt of net cash proceeds from time to timethe IPO, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount lesser of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of such IPO proceeds or the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.Obligations; and (fd) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, repay all Loans, ----------- ----------- unless, pursuant to Section 8.3, only a portion of all Loans is so ----------- accelerated. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary ----------- prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon on the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) a From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: that (iA) any such prepayment of the Term Loans shall be made pro rata among Term A Loans and Term B Loans, and pro rata among Term A Loans and Term B Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term A Loans or Term B Loans (to be applied as set forth in clause (a) of Section 3.1.2) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least one Business Day's prior written notice in the case of Base Rate Loans or three (3) but no Business Days' prior written in the case of LIBO Rate Loans, and in either case not more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and and (iiC) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple 1,000,000 or multiples of Five Hundred Thousand Dollars ($500,000)500,000 in excess thereof. (c) Subject to Section 2.1(a), on b On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (d) Concurrently with c On the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of Stated Maturity Date and on each Quarterly Payment Date occurring during any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariesset forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the product of (i) the percentage set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable and (ii) the aggregate principal amount of Term A Loans outstanding on the Revolving Term A Loan Commitment Termination Date: * Period Percentage 04/01/03 through (and including) 03/31/04 10% 04/01/04 through (and including) 03/31/05 20% 04/01/05 through (and including) 03/31/06 25% 04/01/07 through (and including) 03/31/07 30% 04/01/07 through (and including) the Stated 15% or the then outstanding Maturity Date for Term A Loans immediately principal amount of all Term A Loans, if resulting product is different. (d On the Stated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: Period Amount of Required Principal Repayment 04/01/03 through (and including) 03/31/04 $187,500 04/01/04 through (and including) 03/31/05 $187,500 04/01/05 through (and including) 03/31/06 $187,500 04/01/07 through (and including) 03/31/07 $187,500 04/01/07 through (and including) the Stated $18,000,000 or the then Maturity Date for Term B Loans* outstanding principal amount of all Term B Loans, if different. (e The Borrower shall, following the receipt by the Borrower or any Subsidiary of any Net Casualty Proceeds from any Casualty Event or series of Casualty Events, the aggregate amount of which is in excess of $500,000, deliver to the Administrative Agent a calculation of the amount of such Net Casualty Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Casualty Proceeds within three Business Days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment from Net Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds of its or its Subsidiary's good faith intention to apply such Net Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild or replace such assets or property within 120 days following the receipt of such Net Casualty Proceeds, with the amount of such Net Casualty Proceeds unused after such 120-day period being applied to the Loans pursuant to Section 3.1.2; provided further, however, that at any time when any Default or Event of Default shall have occurred and be continuing, all Net Casualty Proceeds shall be deposited in an account maintained with the Administrative Agent for, at the Administrative Agent's discretion, (i) application to the Loans pursuant to Section 3.1.2 or (ii) distribution to the Borrower or such Subsidiary for such rebuilding or replacement whenever no Default or Event of Default is then continuing. (f The Borrower shall, following the receipt by the Borrower or any Subsidiary of any Net Disposition Proceeds from any Disposition or series of Dispositions, the aggregate amount of which is in excess of $500,000, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds within three Business Days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment from Net Disposition Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its or such Subsidiary's good faith intention to apply such Net Disposition Proceeds to the purchase of related assets, and the Borrower or such Subsidiary in fact uses such Net Disposition Proceeds to purchase such assets or property within 120 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 120-day period being applied to the Loans pursuant to Section 3.1.2. (g The Borrower shall, no later than the July 31 following the close of each Fiscal Year (beginning with the close of the 2002 Fiscal Year), deliver to the Administrative Agent a calculation of the Excess Cash Flow (if any) for the Fiscal Year last ended and make a mandatory prepayment of the Loans in an amount equal to 75% of the Excess Cash Flow (if any) for such Fiscal Year, to be applied as set forth in Section 3.1.2; provided, however, that the amount of such prepayment shall be reduced to an amount equal to 50% of the Excess Cash Flow (if any) for such Fiscal Year if the Total Leverage Ratio on the last day of such Fiscal Year is less than 4.00:1. (h Within three Business Days of the receipt by any applicable member of the Consolidated Group of any Net Debt Proceeds or Net Equity Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds or Net Equity Proceeds, as the case may be, and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds or 50% of such Net Equity Proceeds, as the case may be, to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment of up to (i) $200,000,000 in the aggregate of Net Equity Proceeds and (ii) $150,000,000 in the aggregate of Net Debt Proceeds in respect of Subordinated Debt received by the Consolidated Group, in each case on or prior to June 30, 2000, shall be required under this clause. (i Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or clause (a) of Section 9.38.3, the Borrower shall repay all the Loans unless, pursuant to clause (a) of Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment may be required by Section 4.4; provided, however, that with respect to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit AgreementTerm B Loans only, in which case the Borrower shall promptly reimburse pay to the Lender for such premium or penalty. No Lenders holding Term B Loans a prepayment of principal fee equal to 2% of the Revolving principal amount of such Term B Loans pursuant to clause (b), (c), (d) prepaid on or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination date which is the first anniversary of the Closing Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.

Repayments and Prepayments. The Borrower Borrowers shall jointly and severally repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the any Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, any (i) Loans (other than Swing Line Loans); provided, however, that: that (iA) any such prepayment of the Loans shall be made among Current Assets Loans and Fixed Assets Loans as specified by such Borrower in the notice of voluntary prepayment, and pro rata among Current Assets Loans and Fixed Assets Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Current Assets Loans or Fixed Assets Loans; (B) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $100,000 and an integral multiple of $10,000; and (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m., New York City time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 100,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)10,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Current Assets Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving lesser of (A) the Current Assets Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2this Agreement) and (B) the then applicable Borrowing Base Amount less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)Minimum Excess Availability, the Borrower Borrowers shall make a mandatory prepayment of Current Assets Loans or Swing Line Loans or, if necessary, Cash Collateralize all Letter of Credit Outstandings, as specified by the Overadvanceapplicable Borrower, together with accrued interest thereonin an aggregate amount equal to such excess. (c) On each date when the aggregate outstanding principal amount of all Fixed Assets Loans exceeds the Fixed Assets Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrowers shall make a mandatory prepayment of Fixed Assets Loans in an aggregate amount equal to such excess. (d) Concurrently with the receipt (or deemed receipt) of any Net Disposition Proceeds or by any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its SubsidiariesForeign Restricted Subsidiary, the Borrower Company shall deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (providedDisposition Proceeds, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided3.1.2; provided, however, that solely with respect to Net Disposition Proceeds received in connection with a Transfer of the Fibers Business no such mandatory prepayment of the Loans shall be required under this clause to the extent that the Company (i) notifies the Administrative Agent no later than three days following the receipt of such Net Disposition Proceeds that it is the Company's good faith intention to apply such Net Disposition Proceeds toward the acquisition of other assets or property used in connection with the business of any Borrower mayor any Foreign Restricted Subsidiary or any business reasonably related thereto, (ii) places the proceeds of such Disposition in an escrow account maintained by the Administrative Agent pending such application (which proceeds shall be invested in Cash Equivalent Investments at all times during which they are deposited in such escrow account), (iii) the Company in fact so uses such Net Disposition Proceeds within 365 days following the receipt by such Person of Net Disposition Proceeds, with the Lender’s prior written consentamount of Net Disposition Proceeds unused after such 365 day period being applied to prepay the Fixed Assets Loans pursuant to this clause to be applied as set forth in clause (b) of Section 3.1.2 and (iv) the Company (or, which consent if applicable, the Fibers Subsidiaries) shall legally and effectively grant the Administrative Agent, on behalf of the Fixed Assets Lenders, a first priority Lien in any non-cash proceeds received by the Company (or the Fibers Subsidiaries) in such Transfer of the Fibers Business, including any Capital Securities, as additional security for the repayment of the Fixed Assets Obligations, and provided further that a mandatory prepayment of the Loans shall not be unreasonably withheldrequired under this clause in the case of the sale of the Toronto Office and the Vancouver Release Parcel except for that portion (if any) of such Net Disposition Proceeds that, use insurance proceeds for in the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relateaggregate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereofexceed $5,000,000. (e) On Concurrently with the receipt of any Net Debt Proceeds by Parent, any Borrower or before any Foreign Restricted Subsidiary, the last Business Day of each Fiscal Quarter Company shall deliver to the Administrative Agent a calculation of the Borroweramount of such Net Debt Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in clause (c) of Section 3.1.2. (f) Concurrently with the receipt of any Net Equity Proceeds by Parent, any Borrower or any Foreign Restricted Subsidiary, the Company shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds (satisfactory to the Administrative Agent) and Parent, such Borrower or such Foreign Restricted Subsidiary shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day 50% of such Fiscal Quarter Net Equity Proceeds, to be applied as set forth in excess clause (c) of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)3.1.2, provided, however, such that a mandatory prepayment of the Loans shall not exceed be required under this clause, in the amount case of (i) any exercise of warrants or options outstanding prior to the Effective Date, (ii) the issuance or exercise of any options granted pursuant to any stock option, compensation or similar plan of Parent, any Borrower or any Foreign Restricted Subsidiary, (iii) the sale or issuance of any Capital Securities to any employee stock ownership plan of Parent, any Borrower or any Foreign Restricted Subsidiary, (iv) the issuance of any Capital Securities by way of dividend or other distribution, subdivision or split on or of any Capital Securities of Parent, any Borrower or any Foreign Restricted Subsidiary and (v) the issuance and sale by Parent of its Capital Securities to an Unrestricted Subsidiary to the extent that the proceeds received from such Unrestricted Subsidiary are used solely to pay interest that is currently due and payable on the Senior Secured Discount Notes within 180 days of the Revolving Loans outstanding at receipt of such proceeds provided that time. Such mandatory prepayment to the extent that any proceeds received from such Unrestricted Subsidiary are not so applied, 50% of such unapplied proceeds shall be made by wire transfer applied as set forth in clause (c) of immediately available fundsSection 3.1.2. (fg) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrowers shall jointly and severally repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, any (i) Loans (other than Swing Line Loans); provided, however, that: that (iA) in the case of Term Loans, the Borrower may elect to prepay either Term A Loans or Term B Loans, such prepayment to be applied pro rata among the Term Loans so prepaid of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (to be applied as set forth in clause (a) of Section 3.1.2 and with the amount of such prepayment of the Term A Loans or Term B Loans, as applicable, being applied to the remaining scheduled amortization payments thereof in direct order in accordance with the amount of each such remaining Term A Loan or Term B Loan amortization payments); (B) with respect to Term B Loans only, there shall be a prepayment fee of (1) 2.0% of the principal amount of such Loans voluntarily prepaid on or prior to December 10, 2000, (2) 1.0% of the principal amount of such Loans voluntarily prepaid from (and including) December 11, 2000 through (and including) December 10, 2001, and (3) 0% thereafter; (C) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (D) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; andand (E) all such voluntary partial prepayments of any Loans shall be in an aggregate minimum amount of $500,000 and an integral multiple of $100,000. (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 200,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently with On the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of Stated Maturity Date for Term A Loans and on each Quarterly Payment Date occurring during any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariesset forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable: Amount of Required Period Principal Repayment ------ ------------------- 10/16/00 through (and including) 10/16/01 $1,875,000.00 10/17/01 through (and including) 10/15/02 $3,750,000.00 10/16/02 through (and including) 10/15/03 $7,500,000.00 10/16/03 through (and including) 10/15/04 $9,375,000.00 10/16/04 through (and including) 10/17/05 $12,000,000.00 Stated Maturity Date for Term A Loans $12,000,000.00 or, if different, the then outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”all Term A Loans.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, any (i) Loans (other than Swing Line Loans); provided, however, that: that (ix) any such prepayment of the Term Loans shall be made pro rata among Term Loans of all Lenders of the same type and, if applicable, having the same Interest Period (with the amount of such prepayment of the Term Loans being applied to the remaining Term Loan amortization payments, in inverse order of maturity), and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of all Lenders of the same type and, if applicable, having the same Interest Period; (y) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent; and and (iiz) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars (x) $1,000,000) 5,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000 in the case of Term Loans and (y) $500,0002,000,000 and an integral multiple of $1,000,000 in the case of Revolving Loans; and (ii) Swing Line Loans; provided, however, that (x) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (y) all such voluntary partial prepayments shall be in an aggregate minimum amount of $500,000 and an integral multiple of $100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans (without duplication) and Swing Line Loans and (ii) (without duplication) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently with On the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of Stated Maturity Date and on each Quarterly Payment Date occurring during any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariesset forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an amount of equal to the Revolving Loans immediately upon any acceleration of amount set forth below opposite the Revolving Loan Stated Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall such Quarterly Payment Date, as applicable (as such amounts may be without premium or penalty, unless reduced as a result of such prepayment Section 3.1.2 or increased in accordance with Section 2.1.4): (d) Concurrently with the Lender uses receipt by the proceeds Parent or any of such prepayment to repay its Subsidiaries of any Net Equity Proceeds, Net Disposition Proceeds, Net Casualty Proceeds or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit AgreementNet Debt Proceeds, in which case the Borrower shall promptly reimburse be obligated to make mandatory prepayments of the Lender for Loans, as set forth below and each such premium or penaltyprepayment shall be applied as set forth in Section 3.1.2: (i) Net Equity Proceeds. No In the event the Parent receives any Net Equity Proceeds, the Parent shall deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and the Borrower shall make a mandatory prepayment of principal the Loans in an amount equal to 75% of such Net Equity Proceeds; provided, however, that, upon written notice by the Revolving Loans pursuant Parent to clause (b)the Administrative Agent not less than 30 Business Days following receipt of any such Net Equity Proceeds, (c), (d) or (e) shall cause a reduction in an aggregate amount of up to $100,000,000 of such proceeds over the Revolving Loan Commitment Amount and such amounts term of this Agreement may be reborrowed prior retained by the Parent (and be excluded from the prepayment requirements of this clause) if (x) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of its Subsidiaries to apply) such excluded Net Equity Proceeds for Permitted Acquisitions and (y) within 180 days following receipt of any such Net Equity Proceeds, such proceeds are paid or applied as cash consideration in respect of one or more Permitted Acquisitions. The amount of any such Net Equity Proceeds unused after such 180 day period shall be applied to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to Loans as set forth herein as the “Permissive Prepayments”and in Section 3.1.

Repayments and Prepayments. The Borrower On and after the Commitment Termination Date, all Collections then held or thereafter received shall repay be applied to Obligations in full the unpaid principal amount of accordance with this Agreement (including Section 4.2(c)), each Revolving Loan upon the Revolving Loan Maturity DateLender’s Commitment shall terminate, and no further Credit Extension shall be made hereunder. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Advances Outstanding; provided, however, that: , (i) unless otherwise consented to by the Administrator, written notice (in the form of Exhibit G) of all such voluntary prepayments shall require at least three be delivered to the Administrator no later than 12:00 noon (3Atlanta time), (A) but no more than seven one (71) Business Days’ Day prior written notice to the Lender; and prepayment thereof if the amount of the prepayment is less than 25% of the Facility Limit, (B) two (2) Business Days prior to the prepayment thereof if the amount of the prepayment is equal to or greater than 25% but less than 50% of the Facility Limit and (C) four (4) Business Days prior to the prepayment thereof if the amount of the prepayment is equal to or greater than 50% of the Facility Limit and (ii) unless otherwise consented to by the Administrator, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000; (b) shall, immediately upon any acceleration of the Commitment Termination Date of any Advances Outstanding pursuant to Section 10.3, (i) Cash-Collateralize the L/C Obligations and an integral multiple (ii) repay to the Lenders all Loans, unless, pursuant to Section 10.3.1, only a portion of Five Hundred Thousand Dollars ($500,000).the Credit Exposure is so accelerated, in which event the Borrower shall make such deposit and repayment only to the extent of the Credit Exposure so accelerated; (c) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit shall become effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.6, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with Loans and/or Cash-Collateralize the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans L/C Obligations in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above)if any, however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon Credit Exposure over the Facility Limit as so reduced. Each such prepayment shall be subject to the payment of any acceleration amounts required by Section 6.2. The Commitment of each Lender shall be reduced by an amount equal to its Pro Rata Share (prior to giving effect to any reduction in the Facility Limit hereunder) of the Revolving Loan Maturity aggregate amount of any reduction under this Section 4.1(c); (d) shall, within two (2) Business Days following the Monthly Reporting Date or following the date on which a Mid-Monthly Report is due pursuant to Section 9.2 or Section 9.3. Each 9.1.5(b), as the case may be, make a prepayment of the Revolving Loans made pursuant and Cash-Collateralize the L/C Obligations in an aggregate amount equal to this Section the existing Borrowing Base Deficit, if any, revealed by the related Monthly Report or the Mid-Monthly Report. Each such prepayment shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or any amounts required by Section 6.2; and (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior notwithstanding anything to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)contrary in this Section 4.1, (d) or (e) all payments of principal on the Advances Outstanding shall be referred allocated to herein as the “Permissive Prepayments”each Lender on a pro rata basis in accordance with such Lender’s Pro Rata Share.

Repayments and Prepayments. The Borrower Issuer shall repay in full the unpaid principal amount of each Revolving Loan upon Advance on the Revolving Loan earlier to occur of (i) the date such amount is declared to be accelerated pursuant to Section 8.02 or (ii) the Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.Issuer: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business DaySettlement Date with respect to any Advance, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, such Advance; provided, however, that: (i) all such voluntary prepayments shall require at least three two (32) Business Days’ (but no more than seven five (75) Business Days’ ’) prior written notice to the LenderAdministrative Agent and the Funding Agents; and (ii) all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an in integral multiple multiples of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (500,000 or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate remaining amount of cash and cash equivalents outstanding; (b) shall, on each date when any reduction in the Borrower’s and its Subsidiaries’ accountsProgram Limit becomes effective, as make a prepayment of the last day of such Fiscal Quarter Advances in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject an amount equal to mandatory prepayment pursuant to Section 3.1(d) above)the excess, howeverif any, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Advances over the Program Limit as so reduced; (c) shall, (i) to the extent (A) there is a Reassignment of any Pledged Student Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 6.02 or (B) the Master Servicer repurchases a Pledged Student Loan pursuant to Section 12.05, in either case, prepay the principal amount of the Advances in an amount equal to the principal portion of the Reassignment Amount or the Servicer Repurchase Amount, as applicable, therefor on such date and (ii) to the extent there is a release of Collateral pursuant to Section 1.04 or a withdrawal from the Collection Account pursuant to Section 3.04(b), prepay the principal balance of the Advances in the amount set forth in Section 1.04(iii) or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless 3.04(b) as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), applicable; (d) shall, immediately upon the date on which any Advance is declared to be accelerated pursuant to Section 8.02, repay the amount of the Total Outstanding Advances. Each such prepayment shall be subject to the payment of any amounts required by Section 4.03 resulting from a prepayment or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed payment of an Advance prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Settlement Date with respect thereto.

Repayments and Prepayments. The Borrower shall hereby unconditionally promises to repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans of the Borrower; provided, however, that: that (i) any such prepayment shall be made pro rata among Loans to the Borrower of the same type and, if applicable, having the same Interest Period, of all Lenders; (ii) if the Borrower makes such prepayment of any LIBO Rate Loan on any day other than the last day of the Interest Period for such Loan then the Borrower shall be responsible for the increased cost to the Lenders as provided more fully in Section 4.4; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven five (75) Business Days’ prior written notice to the LenderAdministrative Agent in the case of LIBO Rate Loans and same day written notice to the Administrative Agent in the case of Base Rate Loans; and and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 500,000 and an integral multiple of Five Hundred Thousand Dollars $100,000, or in the full amount of Loans outstanding, if such amount is less than the amounts required by this clause ($500,000iv).; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in or termination of the sum Commitments shall become effective (including any reduction in or termination of the Total Commitment Amount pursuant to Section 2.2), and on each date when the outstanding aggregate principal amount of all Loans and Letter of Credit Liabilities, exceeds the Total Commitment Amount (other than as a result of a Borrowing Base Deficiency), first, make a mandatory prepayment in an amount at least equal to the aggregate outstanding principal amount of all Revolving Loans exceeds in excess of the Revolving Loan Total Commitment Amount (as it may be reduced from time or terminated, and, if such mandatory prepayment was not sufficient to timereduce the unpaid principal balance of the Loans to an amount that, including pursuant when added to Section 2.2) less the Letter of Credit Outstandings and Liabilities, does not exceed the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)Total Commitment Amount as reduced or terminated, the Borrower shall make a mandatory prepayment of the Overadvancethen second, together with accrued interest thereon. (d) Concurrently deposit cash collateral with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated Administrative Agent as security for the purchase of Qualified AssetsObligations in accordance with Section 2.7.4, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds prepayments and cash deposits to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate excess, if any, of the aggregate, outstanding principal amount of cash all Loans and cash equivalents in Letter of Credit Liabilities over the Borrower’s and its Subsidiaries’ accountsTotal Commitment Amount as so reduced or terminated; (c) shall, as within ten (10) Business Days of receipt of notice from the last day of such Fiscal Quarter in excess of Five Million Dollars Administrative Agent that a Borrowing Base Deficiency then exists, ($5,000,000i) (excepting Net Proceeds which are not subject to make a mandatory prepayment pursuant equal to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding Borrowing Base Deficiency, (ii) elect to make payments in equal monthly installments over a period not to exceed six (6) months, provided that such installments, taken together and after giving effect to any actions taken pursuant to subclauses (i) or (iii) hereto, shall equal the amount of such remaining Borrowing Base Deficiency, (iii) notify the Administrative Agent that it shall execute and deliver, or cause one or more Guarantors to execute and deliver, to the Administrative Agent within thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing payment of the Obligations and covering other Properties of the Borrower or such Guarantor, as applicable, including additional Oil and Gas Properties directly owned by the Borrower or such Guarantor that are not then covered by any Security Document and that are of a type and nature satisfactory to the Administrative Agent, and having a value (as determined by the Administrative Agent and the Lenders in their sole discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, in an amount at least equal to the Borrowing Base Deficiency; provided, that time. Such mandatory prepayment if the Borrower shall elect to execute and deliver (or cause one or more Guarantors to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (iii) of this Section 3.1(c), it shall provide concurrently within such thirty (30) day period to the Administrative Agent descriptions of the additional assets to be mortgaged or pledged thereby (together with current valuations, engineering reports, title evidence or opinions applicable thereto and other documents (including opinions of counsel) reasonably requested by the Administrative Agent, each of which shall be made by wire transfer in form and substance reasonably satisfactory to the Administrative Agent) or (iv) notify the Administrative Agent that the Borrower will implement a combination of immediately available funds.the actions described in the foregoing subclauses (i) through (iii) (and thereafter implement such actions in accordance with subclauses (i) through (iii), as applicable); and further provided that if the Administrative Agent has not received within such ten (10) Business Day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (iii) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other person, the Borrower shall be deemed to have elected to make mandatory prepayments pursuant to subclause (ii) over the maximum six (6) month period; (fd) The shall, immediately upon (i) the occurrence of any Event of Default described in clauses (a) through (d) of Section 8.1.9 with respect to the Borrower shall make a scheduled repayment or any other Obligor, or (ii) the occurrence and continuance of any other Event of Default and the declaration of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date to be due and payable pursuant to Section 9.2 8.3, repay all Loans and deposit cash collateral (in accordance with Section 2.7.4) with the Administrative Agent as security for the Letter of Credit Liabilities, unless, pursuant to Section 8.3, only a portion of all Loans and Letters of Credit is so accelerated; and (e) shall, on the first Business Day following any disposition of Assets of the Borrower or any other Obligor (other than Dispositions permitted by Section 9.37.2.9(a), (b), (c) and (f), including any Capital Stock owned by the Borrower or any other Obligor), permitted by Section 7.2.9, make a payment equal to 100% of the Net Cash Proceeds received from such disposition to be applied to the outstanding Loans (or deposited as cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities); provided, however, that if no Borrowing Base Deficiency shall exist as a result of such disposition and no Event of Default has occurred and is continuing, then the Borrower may retain such funds and such payment shall not be required. For the avoidance of doubt, the foregoing provisions of this clause (e) shall not constitute, or be deemed to constitute, consent by the Administrative Agent or any Lender to any such disposition or to any release of any Liens on any Collateral Property. Each prepayment of the Revolving Loans any Loan made pursuant to this Section shall be without premium or penalty, unless except for reimbursements as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Total Commitment Amount and such Amount. All amounts may paid pursuant to this Section shall be reborrowed prior applied first as prepayments on the Loans and, to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)extent all Loans are repaid, (d) or (e) any excess amount shall be referred transferred to herein the Administrative Agent to be held as cash collateral for the “Permissive Prepayments”Obligations and applied thereto pursuant to Section 2.7.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Loans on the Stated Maturity Date. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, that: (i) Loans; provided that all such voluntary prepayments (x) shall require at least three (3) one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent; and and (iiy) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000. (b) On each Quarterly Payment Date occurring during (or otherwise related to) the periods set forth below, the Borrower shall make repayments of the outstanding principal amount of the Term I Loans in the amount set forth below opposite such period as follows: September 1, 2008 through (and $500,00018,333,333 including) March 31, 2009 April 1, 2009 through (and $10,000,000 including) March 31, 2010 April 1, 2010 through (and $11,250,000 or, with respect including) the Stated Maturity to the Stated Maturity Date, Date the then remaining (c) Concurrently with the receipt by the Borrower of any Net Equity/Subordinated Debt Proceeds, the Borrower shall (i) so long as any Term II Loans remain outstanding, make a mandatory prepayment of the Term II Loans in an amount equal to 100% of such Net Equity/Subordinated Debt Proceeds, and (ii) thereafter, make a mandatory prepayment of the Term I Loans in an amount equal to 50% of such Net Equity/Subordinated Debt Proceeds (provided that so long as each of (x) the Term II Loan has been indefeasibly paid in full and (y) the Leverage Ratio is less than or equal to 2.0 to 1.0, as determined in a Compliance Certificate delivered pursuant to Section 7.1.1(c), such percentage shall reduce to 0%). (cd) Subject Within five Business Days after receipt by the Borrower or any Subsidiary of any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall, to Section 2.1(athe extent the aggregate amount of such proceeds received by the Borrower and Subsidiaries in any period of twelve consecutive calendar months since the Effective Date exceeds $2,000,000 (excluding, for purposes of such calculation, Net Disposition Proceeds or Net Casualty Proceeds arising from an Unrestricted Disposition (it being agreed that the threshold for Unrestricted Dispositions will be $0)), on each date when the sum make a mandatory prepayment of the aggregate outstanding principal Loans in an amount equal to 100% of all Revolving Loans exceeds such Net Disposition Proceeds or Net Casualty Proceeds (or, with respect to any Disposition or Casualty Event with respect an Unrestricted Disposition, 35% of such Net Disposition Proceeds or Net Casualty Proceeds); provided, however, that, upon written notice by the Revolving Loan Commitment Amount Borrower to the Administrative Agent not more than five Business Days following receipt of any such Net Disposition Proceeds or Net Casualty Proceeds (so long as it no Default has occurred and is continuing), such proceeds may be reduced retained by the Borrower and Subsidiaries (and be excluded from time the prepayment requirements of this clause) if (w) the Borrower informs the Administrative Agent in such notice of its good faith intention to time, including apply (or cause one or more of the Subsidiary Guarantors to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 2.27.2.1 (including by way of merger or Investment), (x) less within 180 days following the Letter receipt of Credit Outstandings such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition, (y) if the property subject to the Disposition or Casualty Event that generated such Net Disposition Proceeds or Net Casualty Proceeds, as applicable, was collateral under the Security Agreement, then, all property acquired with such Net Disposition Proceeds or Net Casualty Proceeds, as applicable, shall be subject to the Lien of the applicable Loan Documents and (z) if the Lender Guaranty Disbursements (property subject to the Disposition or Casualty Event that generated such Net Disposition Proceeds or Net Casualty Proceeds, as applicable, was owned by an Obligor or a U.S. Subsidiary, then, all property acquired with such Net Disposition Proceeds or Net Casualty Proceeds, as applicable, shall be acquired by an Obligor or such U.S. Subsidiary, as applicable. The amount of such excess being an “Overadvance”Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 180 day period shall be applied to prepay the Loans. (e) Within 100 days after the close of each Fiscal Year (beginning with the close of the 2008 Fiscal Year), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereonLoans in an amount equal to 35% of the Excess Cash Flow (if any) for such Fiscal Year. (df) Concurrently with Within 5 Business Days after the receipt release of any cash or cash equivalents (or deemed receiptincluding Cash Equivalent Investments) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any Subsidiary from the Liens described in clauses (c) and (g)(ii) of its SubsidiariesSection 7.2.3, the Borrower shall make a mandatory prepayment of the Revolving Term I Loans in an amount equal to one hundred percent (100%) 50% of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds cash or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereofcash equivalents released. (eg) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of the Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity DIP Facility Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanthe Loans, provided, however, that: (i) all such voluntary prepayments shall require at least three one (31) but no more than seven five (75) Business Days’ prior written notice to the LenderAdministrative Agent; and (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 100,000 and an integral multiple multiples of Five Hundred Thousand Dollars ($500,000)50,000 or, if less, the outstanding amount of such Loans. (cb) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the The Borrower shall make a mandatory prepayment prepayments of principal (the Overadvance, together with accrued interest thereon. (d“Mandatory Prepayments”) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof.below: (ei) On or before on the last Business Day Tuesday after the end of each Fiscal Quarter of the BorrowerBudget Variance Review Period, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents Excess Available Cash as set forth in the Borrower’s report delivered to the Administrative Agent and its Subsidiaries’ accountsthe Prepetition Agent pursuant to clause (e) of Section 7.1.1; (ii) promptly, but not later than two Business Days after receipt of the same, in an amount equal to 100% of the cash proceeds of an Asset Sale received by any Obligor (less any taxes and reasonable costs and expenses that have been incurred or are payable by the Obligors in connection with such Asset Sale and any required prepayments of permitted Indebtedness secured by a Permitted Lien) after giving effect to an Asset Sale that is permitted or that has been approved and consented to by the Administrative Agent in accordance with the terms and conditions set forth in Section 7.2.11 hereof; (iii) promptly upon receipt of the same, in an amount equal to 100% of the Loss Proceeds received (other than those received prior to the date of the commencement of the Cases and set forth on Item 3.1.1(b) of the Disclosure Schedule) by the Obligors, as set forth in Section 7.1.16 hereof; (iv) promptly upon receipt of the last day of such Fiscal Quarter same, in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject an amount equal to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount 100% of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made cash proceeds received by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless Obligors as a result of such prepayment the Lender uses incurrence of any Indebtedness not permitted under Section 7.2.2; and (v) promptly upon receipt of the same, in an amount equal to 100% of the cash proceeds received by the Obligors, or the direct and indirect holders of their Capital Stock, from the issuance, transfer or sale of such prepayment Capital Stock, whether or not permitted under Section 7.2.16 hereof, except for any transfer or sale of the Capital Stock of the Borrower held by Xxxxx Xxxxxxx and Xxxxxxx Xxxx. (c) In addition to repay or prepay indebtedness the Mandatory Prepayments, the entire outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) principal balance of all Loans and all Obligations hereunder shall become immediately due and payable and the obligation of any Lender is thereby subject to make a premium or penalty under Loan shall automatically terminate upon the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment occurrence of principal a Change of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Control.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Loans on the Maturity Date. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make have the following principal reductions on right, with at least three Business Days’ notice to the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen Administrative Agent, at any time and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on to prepay any Business Day, unpaid principal amount of the Borrower may make a voluntary prepaymentLoans, in whole or in part, . (b) Within three Business Days of receipt by the outstanding principal amount Borrower or any Subsidiary of any Revolving Loan, provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; and Net Casualty Proceeds or (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)Net Asset Sales Proceeds, the Borrower shall notify the Administrative Agent and Lenders thereof. If requested by the Required Lenders, the Borrower shall within three Business Days of such request make a mandatory prepayment of the OveradvanceLoans, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Casualty Proceeds or Net Asset Sales Proceeds, as the case may be (providedor such lesser amount as the Required Lenders may specify on the date of such request), however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof3.3. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (fc) The Borrower shall make a scheduled repayment of repay the aggregate outstanding principal amount of the Revolving Loans in full immediately upon any acceleration of the Revolving Loan Maturity Date thereof pursuant to Section 9.2 or Section 9.3. Each prepayment , unless, pursuant to Section 9.3, only a portion of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement is so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower portion so accelerated shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (bbe so repaid), (c), . (d) or (e) The principal amount of the Loans shall cause a reduction be paid in installments on the dates and in the Revolving Loan Commitment Amount and such respective amounts may be reborrowed prior shown below (as adjusted to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)extent of any repayment or prepayment in accordance with the terms of this Agreement): Date of Payment Amount Due June 30, (d) or (e) shall be referred to herein as the “Permissive Prepayments”.2025 $5,250,000.00 June 30, 2026 $5,250,000.00 Maturity Date $24,500,000.00

Repayments and Prepayments. The On the Commitment Termination Date, Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity DateAdvances and Cash-Collateralize the LC Obligations in full. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanthe Advances, ratably amongst the Groups; provided, however, that: , (i) unless otherwise consented to by each of the Co-Agents, all such voluntary prepayments shall require at least three two (3) but no more than seven (72) Business Days’ ' (or, in the case of a voluntary prepayment of $10,000,000 or more per Group, at least ten (10) Business Days') prior written notice to the Lender; and Co-Agents, and (ii) unless otherwise consented to by the Co-Agents, all such voluntary partial prepayments shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) and an 5,000,000 per Group or a larger integral multiple of Five Hundred Thousand Dollars ($500,000).500,000 per Group if in excess thereof; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including Facility Limit becomes effective pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)2.6, the Borrower shall make a mandatory prepayment of the OveradvanceAdvances ratably amongst the Groups and/or Cash-Collateralize the LC Obligations, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an aggregate amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as if any, of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed Credit Exposure over the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.Facility Limit as so reduced; (fc) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans shall, immediately upon any acceleration of the Revolving Loan Maturity Scheduled Commitment Termination Date pursuant to Section 9.2 or 10.3, repay all Advances and Cash-Collateralize the LC Obligations, unless, pursuant to Section 9.3. Each 10.3.1, only a portion of the Credit Exposure is so accelerated, in which event Borrower shall repay the accelerated portion of the Advances, ratably amongst the Groups and Cash-Collateralize the accelerated portion of the LC Obligations; and (d) shall, not later than the next Distribution Date and in any event within two (2) Business Days after discovering that a Borrowing Base Deficit exists, make a prepayment of the Revolving Loans made pursuant Advances, ratably amongst the Groups, and/or Cash-Collateralize the LC Obligations, in an aggregate amount equal to this Section such Borrowing Base Deficit. Each such prepayment of Advances shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment payment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such any amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 6.2.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans and refunding of the Synthetic Deposits shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided that (A) any prepayment of Term Loans is to be applied pro rata among the Term Loans so prepaid of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Term Loans (to be applied as set forth in Section 3.1.2), and any such prepayment of Revolving LoanLoans shall be made pro rata among the Revolving Loans of the same type and, providedif applicable, however, that: having the same Interest Period of all Lenders that have made such Revolving Loans; (iB) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ (and at least three Business Days in the case of LIBO Rate Loans) prior written telephonic notice (promptly confirmed by facsimile) to the LenderAdministrative Agent; and and (iiC) all such voluntary partial prepayments of any Loans shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000). (cii) Subject From time to Section 2.1(a)time on any Business Day, on the Borrower may cause the Synthetic Deposits to be returned to the Synthetic Lenders by reducing the Synthetic Facility Available Amount; provided that (A) all such voluntary reductions shall require at least one but no more than five Business Days’ prior telephonic notice (promptly confirmed by facsimile) to the Administrative Agent; and (B) all such voluntary partial returns shall be in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000. (i) On each date when the sum of (A) the aggregate outstanding principal amount of all Revolving Loans and (B) the aggregate amount of all Revolving Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount Amount, the Borrower shall make a mandatory prepayment of Revolving Loans and, if necessary, Cash Collateralize all Revolving Letter of Credit Outstandings, in an aggregate amount equal to such excess. (as it may be reduced from time to time, including pursuant to Section 2.2ii) less On each date when the aggregate amount of all Synthetic Letter of Credit Outstandings exceeds the Synthetic Facility Available Amount, the Borrower shall Cash Collateralize all Synthetic Letter of Credit Outstandings in an aggregate amount equal to such excess. (iii) In the event the Synthetic Issuer has made a withdrawal from the Synthetic Deposit Account to repay unreimbursed Synthetic Reimbursement Obligations, the Borrower shall make a mandatory deposit in the Synthetic Deposit Account equal to such amount. (c) On each Quarterly Payment Date, beginning with the Quarterly Payment Date occurring on December 31, 2005, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term Loans in an amount equal to $250,000 with the remaining amount of Term Loans due and payable in full on the Lender Guaranty Disbursements Stated Maturity Date for Term Loans. (d) Within 100 days after the close of each Fiscal Year (beginning with the close of the 2006 Fiscal Year) the Borrower shall make a mandatory prepayment of the Loans in an amount equal to the product of (i) Excess Cash Flow (if any) for such Fiscal Year, multiplied by (ii) the Proceeds Percentage, to be applied as set forth in Section 3.1.2. (e) No later than one Business Day following the receipt by the Parent or any of its Subsidiaries of any Net Debt Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such excess being Net Debt Proceeds and make a mandatory prepayment of the Loans in an “Overadvance”amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2. (f) No later than five Business Days following the receipt by the Borrower or any of its Subsidiaries of any Net Disposition Proceeds or Net Casualty Proceeds by the Borrower or any of its Subsidiaries deliver to the Administrative Agent a calculation of the amount of such proceeds, and, to the extent the aggregate amount of such proceeds received by the Parent and its Subsidiaries exceeds $5,000,000, the Borrower shall make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Disposition Proceeds or Net Casualty Proceeds, to be applied as set forth in Section 3.1.2; provided that, upon telephonic notice (promptly confirmed by facsimile) by the Borrower to the Administrative Agent not more than 5 Business Days following receipt of any Net Disposition Proceeds or Net Casualty Proceeds, such proceeds may be retained by the Parent and its Subsidiaries (and be excluded from the prepayment requirements of this clause) if (i) the Parent informs the Administrative Agent in such notice of its good faith intention to apply (or cause one or more of the Subsidiaries to apply) such Net Disposition Proceeds or Net Casualty Proceeds to the acquisition of other assets or properties consistent with the businesses permitted to be conducted pursuant to Section 8.1 (including by way of merger or Investment) or, in the case of any Casualty Event, to restore the property subject thereto, and (ii) within 365 days following the receipt of such Net Disposition Proceeds or Net Casualty Proceeds, such proceeds are applied or committed to such acquisition. The amount of such Net Disposition Proceeds or Net Casualty Proceeds unused or uncommitted after such 365 day period shall be applied to prepay the Loans as set forth in Section 3.1.2. (g) No later than one Business Day following the receipt by the Parent or any of its Subsidiaries of any Net Equity Proceeds (other than from the Parent or any of its Subsidiaries), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent the product of (100%i) of such Net Equity Proceeds, multiplied by (ii) the Proceeds (providedPercentage, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof3.1.2. (eh) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 or Section 9.3, the Borrower shall repay all the Loans, unless, pursuant to Section 9.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result may be required by Section 4.4. The Borrower shall give prior telephonic notice (promptly confirmed by facsimile) of any mandatory prepayment required under clauses (d), (e), (f) and (g) of this Section 3.1.1 (including the date and an estimate of the aggregate amount of such mandatory prepayment at least five Business Days prior thereto); provided that the Lender uses failure to give such notice shall not relieve the proceeds Borrower of its obligation to make such prepayment mandatory prepayments on or prior to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement dates set forth in such clauses (in the Lender’s sole discretiond), (e), (f) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement(g), in which case and the Borrower shall promptly reimburse the Lender for be permitted to make such premium mandatory prepayments, on or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”such dates.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Loans on the Maturity Date. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make have the following principal reductions on right, with at least three Business Days’ notice to the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen Administrative Agent, at any time and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on to prepay any Business Day, unpaid principal amount of the Borrower may make a voluntary prepaymentLoans, in whole or in part, . (b) Within three Business Days of receipt by the outstanding principal amount Borrower or any Subsidiary of any Revolving Loan, provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the Lender; and Net Casualty Proceeds or (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a), on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)Net Asset Sales Proceeds, the Borrower shall notify the Administrative Agent and Lenders thereof. If requested by the Required Lenders, the Borrower shall within three Business Days of such request make a mandatory prepayment of the OveradvanceLoans, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Casualty Proceeds or Net Asset Sales Proceeds, as the case may be (providedor such lesser amount as the Required Lenders may specify on the date of such request), however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof3.3. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (fc) The Borrower shall make a scheduled repayment of repay the aggregate outstanding principal amount of the Revolving Loans in full immediately upon any acceleration of the Revolving Loan Maturity Date thereof pursuant to Section 9.2 or Section 9.3. Each prepayment , unless, pursuant to Section 9.3, only a portion of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement is so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower portion so accelerated shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (bbe so repaid), (c), . (d) or (e) The principal amount of the Loans shall cause a reduction be paid in installments on the dates and in the Revolving Loan Commitment Amount and such respective amounts may be reborrowed prior shown below (as adjusted to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)extent of any repayment or prepayment in accordance with the terms of this Agreement): Date of Payment Amount Due June 30, (d) or (e) shall be referred to herein as the “Permissive Prepayments”.2024 $2,500,000.00 June 30, 2025 $5,250,000.007,500,000.00 June 30, 2026 $5,250,000.0010,000,000.00 Maturity Date $24,500,000.00 15,000,000.00

Repayments and Prepayments. The Borrower shall shall, upon the terms and subject to the conditions of the Series 2000-1 Supplement, from Available Principal Funds, repay in full the unpaid principal amount of each Revolving Loan of the Advances upon the Revolving Loan Maturity Date. Prior theretoto the Maturity Date, payments the Borrower, upon the terms and prepayments subject to the conditions of Revolving Loans shall or may be made as set forth below.the Series 2000-1 Supplement, from Available Principal Funds, (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Advance; provided, however, that: (i) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior irrevocable written notice to the Lender; andLender and the Trustee received by the Lender and the Trustee no later than 11:00 a.m. (New York City time), (A) on such Business Day in the case of ABR Advances, or (B) on not less than three (but in any event not more than five) Business Days notice in the case of Eurodollar Advances and CP Advances, (ii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).100,000, and (ciii) Subject to Section 2.1(a), on each date when the sum extent that any portion of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)a CP Advance is prepaid, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in also pay an amount equal to the aggregate amount of cash and cash equivalents in interest (or discount) that will accrue on the Borrower’s and its Subsidiaries’ accounts, as of Commercial Paper Notes funding such Advance through the last day maturity of such Fiscal Quarter in excess of Five Million Dollars Commercial Paper Notes; ($5,000,000b) (excepting Net Proceeds shall, on each date on which are not subject to the Series 2000-1 Credit Support Amount is less than the Series 2000-1 Minimum Credit Support Amount, make a mandatory prepayment pursuant in an amount such that after giving effect to Section 3.1(d) above)such prepayment, however, such mandatory prepayment the Series 2000-1 Credit Support Amount shall not exceed be less than the amount of Series 2000-1 Minimum Credit Support Amount and the Revolving Loans outstanding at that time. Such mandatory prepayment Maximum Invested Amount shall not be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of less than the aggregate outstanding principal amount of the Revolving Loans immediately upon Advances; (c) shall, on any acceleration Distribution Date during the Series 2000-1 Rapid Amortization Period, make a mandatory payment of principal in an amount equal to the lesser of (i) the Available Principal Funds and (ii) the Aggregate Principal Balance of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3Series 2000-1 Notes. Each prepayment of the Revolving Loans any Advances made pursuant to this Section 2.7 shall be without premium or penalty, unless penalty (except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay otherwise specified in this Section 2.7 or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts as may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (brequired by Section 2.14), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, ; provided, however, that: (i) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (ii) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such LIBO Rate Loan; (iii) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans, three (3) Business Days' notice in the case of LIBO Rate Loans, but no more than seven (7) five Business Days’ prior written ' notice in the case of any Loans, in each case in writing to the LenderAdministrative Agent; and (iiiv) all such voluntary partial prepayments shall be in an a minimum aggregate minimum amount of One Million Dollars ($1,000,000) 5,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000, or in the aggregate principal amount of all Loans of the type then outstanding; ($500,000).b) may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swing Line Loans; (c) Subject to Section 2.1(a)shall, on each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans plus (ii) the aggregate amount of all Letter of Credit Outstandings less all cash proceeds in the accounts referred to in Section 7.1.9 at the time of determination of any of the foregoing exceeds the lesser of (A) the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), and (B) the Borrower shall then applicable Borrowing Base Amount, make a mandatory prepayment of the Overadvanceall Loans and, together with accrued interest thereon.if necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess; (d) Concurrently with shall, not later than one Business Day following the receipt (or deemed receipt) of any Net Disposition Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration in respect of any period designated for the purchase of Qualified assets other than Fixed Assets, if appropriate) by the Borrower or any of its Restricted Subsidiaries, deliver to the Borrower shall Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (providedDisposition Proceeds, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided3.1.2; provided, however, that no such mandatory prepayment of the Loans shall be required under this clause (d) to the extent (i) such Net Disposition Proceeds are received in connection with clause (c) of Section 7.2.9 or (ii) the Borrower maynotifies the Agents no later than 15 days following the receipt of such Net Disposition Proceeds (provided, that no notice shall be required with respect to amounts not in excess of $1,000,000) that it is the Borrower's or its Restricted Subsidiary's good faith intention to apply such Net Disposition Proceeds toward the acquisition of other assets or property used in the business of such Person (and, in any event, in compliance with Section 7.2.1) and such Person in fact so uses such Net Disposition Proceeds within 365 days following the receipt by such Person of Net Disposition Proceeds, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for amount of Net Disposition Proceeds unused after such 365-day period being applied to prepay the purchase of Qualified Assets or the rebuilding of any structure Loans pursuant to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice this clause (promptly confirmed in writing) thereof.d); (e) On or before the last shall, not later than one Business Day following the receipt of each Fiscal Quarter any Net Debt Proceeds by the Borrower or any of its Restricted Subsidiaries, deliver to the Administrative Agent a calculation of the Borroweramount of such Net Debt Proceeds, the Borrower shall and make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day 100% of such Fiscal Quarter Net Debt Proceeds, to be applied as set forth in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.3.1.2; (f) The shall, concurrently with the receipt of any Net Equity Proceeds by the Borrower shall or any of its Restricted Subsidiaries, deliver to the Administrative Agent a calculation of the amount of such Net Equity Proceeds, and no later than five Business Days following the delivery of such calculation, make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each mandatory prepayment of the Revolving Loans made pursuant in an amount equal to this Section shall be without premium or penalty, unless as a result 50% of such prepayment the Lender uses the proceeds of such prepayment Net Equity Proceeds, to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (be applied as set forth in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.Section 3.1.2;

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, thatany: (i) Loans (other than Swing Line Loans), PROVIDED, HOWEVER, that (A) any such prepayment of the Term Loan shall be applied to the remaining amortization payments, for the Term Loan as provided for in SECTION 3.1.1(d) and any such prepayment of Revolving Loans shall be made PRO RATA among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (B) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and (ii) Swing Line Loans, PROVIDED that (A) all such voluntary prepayments shall require prior telephonic notice to Scotiabank on or before 1:00 p.m., New York time, on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 200,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)100,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings SECTION 2.2 and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.SECTION

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan applicable Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, any (i) Loans (other than Swing Line Loans); provided, however, that: that (iA) any such prepayment of the Term Loans shall be made pro rata among Term A Loans and Term B Loans (to be applied as set forth in Section 3.1.2) and any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans (to be applied as set forth in Section 3.1.2); (B) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000; and (ii) Swing Line Loans; provided, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 1:00 p.m. on the day of such prepayment (such notice to be confirmed in writing within 24 hours thereafter); and (B) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 100,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)25,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans or Swing Line Loans (or both) and, together with accrued interest thereonif necessary, Cash Collateralize Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently On the Stated Maturity Date with respect to the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any Term A Loans and on each Quarterly Payment Date occurring during each period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariesset forth below, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term A Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or period during which such Quarterly Payment Date occurs, as applicable: -48- ------------------------------------------- ------------------------------------ Amount of Required Period Principal Repayment ------------------------------------------- ------------------------------------ 01/01/02 through (and including) 12/31/02 $2,500,000 ------------------------------------------- ------------------------------------ 01/01/03 through (and including) 12/31/03 $3,750,000 ------------------------------------------- ------------------------------------ 01/01/04 through (and including) 12/31/04 $5,000,000 ------------------------------------------- ------------------------------------ 01/01/05 through (and including) 12/31/05 $6,250,000 ------------------------------------------- ------------------------------------ 01/01/06 through (and including) 6/30/06 $7,500,000 ------------------------------------------- ------------------------------------ Stated Maturity Date For $15,000,000 or, Term A Loans if different, the then outstanding principal amount of all Term A Loans. ------------------------------------------- ------------------------------------ (d) On the Revolving Stated Maturity Date with respect to the Term B Loans immediately and on each Quarterly Payment Date occurring during each period set forth below, the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Term B Loans in an amount equal to the amount set forth below opposite such Stated Maturity Date or period during which such Quarterly Payment Date occurs, as applicable: ------------------------------------------- ------------------------------------ Amount of Required Period Principal Repayment ------------------------------------------- ------------------------------------ 01/01/02 through (and including) 12/31/06 $187,500 ------------------------------------------- ------------------------------------ 01/01/07 through (and $17,812,500 including) 6/30/07 ------------------------------------------- ------------------------------------ Stated Maturity Date for Term B Loans $35,625,000 or, if different, the then outstanding principal amount of all Term B Loans. ------------------------------------------- ------------------------------------ (e) The Borrower shall, following the receipt by the Borrower or any Restricted Subsidiary of any Casualty Proceeds in excess of $1,000,000 (individually or in the aggregate (when taken together with all other Casualty Proceeds and all Net Disposition Proceeds) over the course of a Fiscal Year) deliver to the Administrative Agent a calculation of the amount of such Casualty Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Casualty Proceeds within 30 days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Casualty Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than 30 days following the occurrence of the Casualty Event resulting in such Casualty Proceeds of its or such Restricted Subsidiary's good faith intention to apply such Casualty Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property and the Borrower or such Restricted Subsidiary in fact uses such Casualty Proceeds to rebuild or replace such assets or property within 360 days following the receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds unused after such 360-day period being applied as set forth in Section 3.1.2; provided, further, however, that at any time when any Default or Event of Default shall have occurred and be continuing, all Casualty Proceeds (together with Net Disposition Proceeds not applied as provided in clause (f) below) shall be deposited in an account maintained with the Administrative Agent to pay for such rebuilding or replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower or such Restricted Subsidiary, as the case may be. (f) The Borrower shall, following the receipt by the Borrower or any Restricted Subsidiary of any Net Disposition Proceeds in excess of $1,000,000 (individually or in the aggregate (when taken together with all other Net Disposition Proceeds and all Casualty Proceeds) over the course of a Fiscal Year) deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds and make a mandatory prepayment of the Term Loans in an amount equal to 100% of such Net Disposition Proceeds within three Business Days of the receipt thereof to be applied as set forth in Section 3.1.2; provided, however, that no mandatory prepayment on account of Net Disposition Proceeds shall be required under this clause if the Borrower informs the Administrative Agent in writing no later than one Business Day following the receipt of such Net Disposition Proceeds of its or such Restricted Subsidiary's good faith intention to apply such Net Disposition Proceeds to the purchase or improvement of fixed assets or property used or useful in the business of the Borrower and its Restricted Subsidiaries, and the Borrower or such Restricted Subsidiary in fact uses such Net Disposition Proceeds to purchase such assets or property within 360 days following the receipt of such Net Disposition Proceeds, with the amount of such Net Disposition Proceeds unused after such 360-day period being applied as set forth in Section 3.1.2; provided, further, however, that at any time when any Default or Event of Default shall have occurred and be continuing, all Net Disposition Proceeds (together with Casualty Proceeds not applied as provided in clause (e) above) shall be deposited in an account maintained with the Administrative Agent to pay for such replacement whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the Administrative Agent for disbursement at the request of the Borrower. (g) Within three Business Days of the receipt by the Borrower or any Restricted Subsidiary of any Net Debt Proceeds or Net Equity Proceeds, the Borrower shall deliver to the Administrative Agent a calculation of the amount of such Net Debt Proceeds or Net Equity Proceeds, as the case may be, and make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds or 50% of such Net Equity Proceeds, as the case may be, to be applied as set forth in Section 3.1.2; provided, however, that no such mandatory prepayment shall be required (i) with respect to the receipt of Net Equity Proceeds in connection with a Qualified Equity Offering to the extent such Net Equity Proceeds are used to consummate a Qualified Subordinated Note Redemption within 90 days of the Borrower's receipt of such Net Equity Proceeds or (ii) if, at the time of the Borrower's receipt of any Net Equity Proceeds, the Leverage Ratio is less than 3.00:1.00, calculated based upon the Leverage Ratio set forth in the Compliance Certificate then most recently delivered by the Borrower to the Administrative Agent pursuant to Section 7.1.1(c), adjusted to give pro forma effect to the transaction giving rise to such Net Equity Proceeds (consistent with clause (b) of Section 1.4). (h) Immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay each Loan in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions twenty-four equal semi-annual installments on the last day of each Fiscal Quarter during each of Interest Period with respect to such Loan, as set forth on Schedule II hereto. In addition, the following periods:Borrower (ia) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, provided, however, the Loans; provided that: (i) any such prepayment shall be made pro rata among all Loans and applied in forward order of maturity, inverse order of maturity or ratably among all remaining installments, as the Borrower shall designate to the Administrative Agent; (ii) other than as expressly provided in Section 3.1(a)(iii), all such voluntary prepayments shall require at least three (3) but no more than seven (7) five Business Days’ Days prior written notice to the LenderAdministrative Agent; (iii) such voluntary prepayment shall require three Business Days prior written notice to the Administrative Agent if such prepayment is to be made on the last day of an Interest Period with respect to the Loans being so prepaid and there is only one Interest Period applicable to all of the Loans; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 10,000,000 and an integral a multiple of Five Hundred Thousand Dollars $1,000,000 ($500,000or the remaining amount of the Loans being prepaid); (b) shall, on the last day of the Interest Period on or about the seventh anniversary of the Original Closing Date, repay all or a portion of the Loans made by any Lender that has given notice not less than the date which is six months plus five (5) Business Days prior to such anniversary date to the Administrative Agent and the Borrower of its election to be repaid on such date, specifying the amount of such Loans that are required to be repaid (it being understood and agreed that each Lender may elect to give such notice in its sole discretion); provided that no such Loan (or portion thereof) shall be required to be repaid pursuant to this Section 3.1(b) to the extent (x) such Loan (or portion thereof) has been assigned in accordance with Section 4.8 or (y) such Lender has agreed subsequently in writing not to be so repaid, in each case, prior to such anniversary date. (c) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Stated Maturity Date of the Loans pursuant to Section 9.2 8.2 or 8.3 or the mandatory repayment of the Loans pursuant to Section 9.39.2, repay all Loans. Each prepayment or repayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)required by Section 4.4, (d) or (e) and shall be referred to herein as the “Permissive Prepayments”accompanied by accrued interest.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Term Loan upon the Revolving Loan Final Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower that: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business DayDay occurring after November 15, 1998 (it being acknowledged and agreed that the Borrower may shall not have the right, directly or indirectly, to voluntarily prepay the Term Loans prior to November 15, 1998), make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving LoanTerm Loans; PROVIDED, provided, howeverHOWEVER, that: (i) any such prepayment shall be made PRO RATA among Term Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) the Borrower shall comply with SECTION 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period for such Term Loan; (iii) all such voluntary prepayments shall require at least one Business Day's notice in the case of Base Rate Loans and three (3) Business Days' notice in the case of LIBO Rate Loans, but no more than seven (7) five Business Days’ prior written notice ' notice, in each case in writing to the Lender; andAdministrative Agent; (iiiv) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of One Million Dollars ($1,000,000) and an 5,000,000 or any larger integral multiple of Five Hundred Thousand Dollars ($500,000).1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $5,000,000 or any larger integral multiple of $1,000,000 or in the aggregate principal amount of all Term Loans of the type then outstanding; and (cv) Subject any voluntary prepayment of Term Loans made prior to Section 2.1(a)November 15, on each date when 2000 shall be subject to the sum payment of a premium, as set forth below: (A) 2.0% of the aggregate principal amount of Term Loans prepaid pursuant to this CLAUSE (A) of this Section on and subsequent to November 15, 1998 and prior to November 15, 1999; and (B) 1.0% of the principal amount of Term Loans prepaid pursuant to this CLAUSE (A) of this Section on and subsequent to November 15, 1999 and prior to November 15, 2000; (b) may, notwithstanding the provisions of CLAUSE (A) of this Section, from time to time on any Business Day prior to or on November 15, 1998, make a voluntary prepayment of up to 35% of the outstanding principal amount of all Revolving Term Loans exceeds with net cash proceeds of one or more Public Equity Offerings at 109.25% of the Revolving Loan Commitment Amount principal amount thereof, plus accrued and unpaid interest and prepayment premium, if any, thereon to the date of such prepayment; PROVIDED, HOWEVER, that (as it may be reduced i) immediately after giving effect to such prepayment, at least 65% of the aggregate original principal amount of Term Loans shall remain outstanding and (ii) such prepayment shall occur no later than 30 days following the date of the consummation of such Public Equity Offering; (c) shall, no later than 30 days from time any date on which the aggregate amount of Excess Proceeds from Asset Sales not used to time, including reduce Indebtedness or acquire Replacement Assets pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements SECTION 7.2.6 exceeds $20,000,000, apply (the amount of such excess being an “Overadvance”subject to SECTION 3.1.2), the Borrower shall Asset Sale Amount to prepay the Term Loans; (d) shall, subject to SECTION 3.1.2, on each Change of Control Prepayment Date, make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently Term Loans in connection with the receipt (or deemed receipt) occurrence of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after Change of Control Prepayment Event in the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans principal amount required to be prepaid in an amount equal to one hundred percent (100%) respect of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment Change of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof.Control Prepayment Event; and (e) On or before the last Business Day of each Fiscal Quarter of the Borrowershall, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any the acceleration of the Revolving Loan Final Maturity Date of any Term Loans pursuant to Section 9.2 or Section 9.3SECTION 8.2, repay all outstanding Term Loans, unless, pursuant to SECTION 8.2, only a portion of all Term Loans are so accelerated (in which case the portion so accelerated shall be so prepaid). Each prepayment of the Revolving any Term Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement may be required by CLAUSES (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (bA)(V), (c), B) and (dD) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”of this Section and/or SECTION 4.4.

Repayments and Prepayments. The Borrower shall repay will make payment in full the of all unpaid principal amount of each Revolving Loan upon the Revolving Term Loans, and, if applicable, the Additional Term Loans, at the Term Loan Maturity DateDate and the Working Capital Facility Loans at the Working Capital Facility Maturity Date (or such earlier date as the Loans may become or be declared due and payable pursuant to Article 7). Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: that (i) all such voluntary prepayments shall be in a minimum amount of $500,000 (subject to the Borrower’s right to prepay in full the entire unpaid principal amount of the Loans it has incurred), and (ii) any such prepayment of the Term Loans shall require at least three five (3) but no more than seven (75) Business Days’ Days prior written notice to the Lender; andAgent; (iib) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000). (c) Subject to Section 2.1(a)shall, on each date when the sum of any Business Day on which the aggregate outstanding principal amount of all Revolving Working Capital Facility Loans exceeds plus the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the then aggregate amount of Letter of Credit Outstandings Obligations exceeds the lesser of (i) the Working Capital Facility Commitment Amount and (ii) the Lender Guaranty Disbursements Borrowing Base, either (x) make a mandatory prepayment of the outstanding principal amount of the Working Capital Facility Loans in an amount equal to such excess amount, (y) provide cash collateral in respect of such Letter of Credit Obligations in an amount equal to such excess amount, or (z) perform a combination of (x) and (y) in an amount that, in the aggregate, equals or exceeds such excess amount; (c) shall, commencing on the earlier of (x) the first Quarterly Payment Date occurring one hundred and eighty (180) or more days after the Project Construction Completion Date or (y) September 30, 2013, and on each Quarterly Payment Date thereafter (other than a Deferred Payment Date), make a payment to the Agent in the amount of the Quarterly Principal Payment Amount, which amount shall be applied to the outstanding principal amount of the Term Loans; provided, however, that once during the term of this Agreement at the request of the Borrower, up to four (4) consecutive Quarterly Payments may be deferred to the Term Loan Maturity Date subject to the following conditions: (i) such request may only be made once during the term of this Agreement; (ii) a weather-related event shall have had a negative impact on that year’s aggregate canola seed crop for the geographic region comprised of Minnesota, North Dakota, and Manitoba by reducing the size of the crop by at least 15% from the prior year’s canola seed crop for the geographic region comprised of Minnesota, North Dakota, and Manitoba; (iii) no Default or Event of Default shall have occurred and be continuing at the time of such request or after giving effect thereto; and (iv) all representations and warranties shall be true and correct as of the date of such request and after giving effect thereto. (d) shall, within one hundred and eighty (180) days following receipt by the Borrower or any Subsidiary or the Agent of any condemnation awards with respect to any Loss (other than a Major Loss or a Total Loss), make a mandatory prepayment of the Loans in an amount by which such condemnation award proceeds exceed the Permitted Replacement Expenses incurred by the Borrower or such Subsidiary to repair or replace the property or asset which was the subject of the condemnation giving rise to such condemnation award proceeds; (e) shall, within one hundred and eighty (180) days following receipt by the Borrower or any Subsidiary or the Agent of any insurance proceeds with respect to any Loss resulting from a casualty (other than a Major Loss or a Total Loss), make a mandatory prepayment of the Loans in an amount by which such insurance proceeds exceed the Permitted Replacement Expenses incurred by the Borrower to repair or replace the property or asset which was the subject of the Loss giving rise to such insurance proceeds; (f) shall, promptly after (and in any event within two (2) Business Days following) receipt by the Borrower or any Subsidiary or the Agent of any insurance proceeds or any condemnation proceeds with respect to any Major Loss, make a mandatory prepayment of the Loans in the amount of such excess being an “Overadvance”)insurance proceeds or condemnation proceeds; provided, however, that such mandatory prepayment shall not be required during any period in which (i) the Borrower has provided written notice to the Agent that the Borrower intends to undertake a Major Replacement with respect to such Major Loss, which notice shall specify the aggregate amount of deductibles that are applicable to the insurance proceeds with respect to such Major Loss and the amount and source of funds (in addition to such insurance proceeds) that are available to pay Major Permitted Replacement Expenses, (ii) the Borrower is diligently proceeding to satisfy each of the conditions for a Major Replacement with respect to such Major Loss, (iii) the Borrower is diligently proceeding to satisfy the Major Replacement Construction Requirements not later than the Major Replacement Construction Deadline, and no event has occurred which could reasonably be expected to result in the failure of such Major Replacement Construction Requirements to be satisfied by the Major Replacement Construction Deadline or to cause the cost of such Major Replacement to exceed the amounts set forth in the Major Replacement Construction Budget; and (iv) no Default or Event of Default has occurred and is continuing; provided further, however, that to the extent any insurance proceeds or any condemnation proceeds with respect to such Major Loss exceed the Major Permitted Replacement Expenses actually incurred by the Borrower with respect to such Major Replacement, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with Loans in the receipt (or deemed receipt) amount of any Net Proceeds or any such excess insurance proceeds or condemnation proceeds within two (or 2) days of the date that such Major Replacement is completed; (g) shall, promptly after the expiration of (and in any period designated for the purchase of Qualified Assets, if appropriateevent within two (2) Business Days following) receipt by the Borrower or of any of its Subsidiariesproceeds from a Qualified Preferred Equity Issuance, the Borrower shall make a mandatory prepayment of the Revolving outstanding principal amount of Term Loans held by the Sponsor Lenders, in an amount equal to one hundred percent (100%) the amount of such Net Proceeds proceeds; (providedh) shall, however, promptly after (and in any event within two (2) Business Days following) receipt by the Borrower shall only be required or any Subsidiary or the Agent of any insurance proceeds with respect to any Loss resulting from a liability, make a mandatory prepayment of the Revolving Loans in an amount by which such insurance proceeds exceed the amount of the liability to be satisfied with such proceeds (to the extent such liability is so satisfied); (i) shall, promptly after (and in any event within two (2) Business Days following) receipt by the Borrower or any Subsidiary or the Agent of any Net Disposition Proceeds which are in excess of $1,000,000 in the aggregate in any Fiscal Year, make a payment to the Agent in an amount equal to fifty percent such excess Net Disposition Proceeds; provided, that this clause (50%i) of Section 3.3.1 shall not in any event be deemed a consent to any disposition by any Loan Party which is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; (j) shall, promptly after (and in any event within two (2) Business Days following) receipt by the Borrower or any Subsidiary or the Agent of any Net Securities Proceeds, make a payment to the Agent in an amount equal to such Net Securities Proceeds; provided, that this clause (j) of Section 3.3.1 shall not in any event be deemed a consent to any issuance or sale of Stock by any Loan Party that is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; (k) shall, concurrently with receipt by any Loan Party after the Closing Date of any Net Indebtedness Proceeds described (excluding any Net Indebtedness Proceeds resulting from the incurrence by any Loan Party of any Indebtedness permitted under Section 6.2.2 of this Agreement), make a payment to the Agent in an aggregate amount equal to such Net Indebtedness Proceeds; provided that this clause (k) of Section 3.3.1 shall not in any event be deemed a consent to any incurrence of Indebtedness by any Loan Party which is otherwise prohibited by the terms of this Agreement or any of the other Loan Documents; (l) shall, promptly after (and in any event within two (2) Business Days following delivery of) the Borrower’s annual financial statements pursuant to Section 6.1.1 (a) with respect to each Fiscal Year, make a payment to the Agent in an amount equal to (i) Borrower’s Excess Cash Flow for such Fiscal Year multiplied by the Excess Cash Flow Recapture Percentage calculated for such Fiscal Year, less (ii) the amount of any prepayment made by the definition of Net Proceeds) which has not been used Borrower with respect to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Providedany Sponsor Loan that satisfies the Sponsor Loan Prepayment Requirements; provided, however, the Borrower may, that in connection with the Lenderfirst full Fiscal Year following the Project Construction Completion Date, no such prepayment shall be required if, after giving effect to such prepayment, Borrower’s prior written consent, which consent shall not Liquidity would be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relateless than $3,000,000; and (m) shall, upon conditions reasonably acceptable to the Lender. The Borrower willoccurrence of a Change in Control, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving entire outstanding principal amount of all Loans in and all unreimbursed Letter of Credit Obligations, together with accrued and unpaid interest and fees and all other outstanding Obligations, and deposit with the Agent, as cash collateral, an amount equal to 105% of the aggregate undrawn stated amount of cash and cash equivalents all Letters of Credit. Unless expressly set forth to the contrary in the Borrower’s and its Subsidiaries’ accountsthis Section 3.3.1 or elsewhere in this Agreement, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to any mandatory prepayment pursuant of any Loans or other payment required to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The the Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment of the Revolving Loans made pursuant to this Section 3.3.1 shall be without premium or penaltyapplied (i) first, unless to the payment in full of the outstanding amount of the Term Loans; (ii) second, to the payment in full of the outstanding amount of all drawings under Letters of Credit that have not been reimbursed by the Borrower, (iii) third, to the payment in full of all outstanding Working Capital Facility Loans; and (iv) fourth, to be held by the Agent as a result cash collateral, an amount equal to 105% of any outstanding Letter of Credit Obligations; provided, however, that to the extent mandatory prepayments required under Section 3.3.1(f) during the term of this Agreement exceed $20,000,000 in the aggregate, such prepayments in excess of such prepayment amount shall be applied pari passu to the Lender uses payment of (A) all principal on the proceeds Loans, Letter of such prepayment Credit Obligations (to repay or prepay indebtedness outstanding under be held by the Lender’s Credit Agreement (Agent as cash collateral in the Lender’s sole discretionamount of 105% of the then outstanding Letters of Credit Obligations), and (B) and all Obligations in respect of the Lender is thereby subject Qualified Commodity Hedge Contract (to a premium be held by the Qualified Counterparty as cash collateral). Unless expressly set forth to the contrary in this Section 3.3.1 or penalty under the Lender’s Credit elsewhere in this Agreement, in which case (i) any mandatory prepayment of the Term Loans required to be made by the Borrower pursuant to this Section 3.3.1 shall promptly reimburse the Lender for such premium or penalty. No prepayment be applied to required installments of principal of the Revolving Loans pursuant to clause (b), under subsection (c), (d) or (e) shall cause a reduction of this Section 3.3.1 in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”inverse order of maturity.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of (x) the Revolving Loans made by each Revolving Loan Lender upon the Revolving Commitment Termination Date of such Lender, and (y) the Competitive Bid Loans upon the Competitive Bid Loan Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving the Loans shall or may be made as set forth below. (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: that (i) any such prepayment of Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (ii) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ prior written notice to the LenderAdministrative Agent; and and (iiiii) all such voluntary partial prepayments shall be be, in an aggregate minimum amount of One Million Dollars ($1,000,000) 5,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)1,000,000. (cb) Subject to Section 2.1(a), on On each date when the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including time pursuant to Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”this Agreement), the Borrower shall make a mandatory prepayment of the OveradvanceLoans and, together with accrued interest thereonif necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (dc) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately Immediately upon any acceleration of the Revolving Loan Maturity Commitment Termination Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”required by Section 4.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Maturity Credit Termination Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: that (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period, of all Lenders; (ii) if the Borrower makes such prepayment of any LIBO Rate Loan on any day other than the last day of the Interest Period for such Loan then the Borrower shall be responsible for the increased cost to the Lenders as provided more fully in Section 4.4; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven five (75) Business Days’ ' prior written notice to the LenderAdministrative Agent; and and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars (in $500,000).1,000,000 increments in excess thereof; (cb) Subject to Section 2.1(a)shall, on each date when the sum (i) any reduction in or termination of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount Commitments shall become effective (as it may be reduced from time to time, including pursuant to Section 2.2) less (ii) a Borrowing Base Deficiency shall occur (except a Borrowing Base Deficiency resulting from a redetermination pursuant to Sections 2.8.2, 2.8.3 and 2.8.4), or (iii) the outstanding aggregate principal amount of all Loans and Letter of Credit Outstandings and Liabilities exceeds the Lender Guaranty Disbursements (Commitments, first, make a mandatory prepayment in an amount at least equal to the aggregate, outstanding principal amount of all Loans in excess of the Commitments as reduced or terminated, and, if such excess being mandatory prepayment was not sufficient to reduce the unpaid principal balance of the Loans to an “Overadvance”)amount that, when added to Letter of Credit Liabilities, does not exceed the Borrower shall Commitments as reduced or terminated, then second, deposit cash collateral with the Collateral Agent as security for the Obligations, such prepayments and cash deposits to be in an amount equal to the excess, if any, of the aggregate, outstanding principal amount of all Loans and Letter of Credit Liabilities over the Commitments as so reduced or terminated; (c) shall, within 45 days of a Borrowing Base Deficiency Determination resulting from a redetermination of the Borrowing Base pursuant to Section 2.8, make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal sufficient to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to reduce by at least fifty percent (50%) the total Borrowing Base Deficiency on the date of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower maysuch Borrowing Base Deficiency Determination, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter entirety of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash such Borrowing Base Deficiency being due and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day payable within 90 days of such Fiscal Quarter Borrowing Base Deficiency Determination (provided in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are both cases, that, if such day is not subject to mandatory prepayment pursuant to Section 3.1(d) abovea Business Day, then on the immediately succeeding Business Day), howeversuch that, upon the conclusion of such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds.prepayments, no Borrowing Base Deficiency exists; and (fd) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans shall, immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Loans pursuant to Section 9.2 8.2 or Section 9.38.3, repay all Loans and deposit cash collateral with the Administrative Agent as security for the Letter of Credit Liabilities, unless, pursuant to Section 8.3, only a portion of all Loans and Letters of Credit is so accelerated. Each prepayment of the Revolving Loans any Loan made pursuant to this Section 3.1 shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such Commitments. All amounts may paid pursuant to this Section 3.1 shall be reborrowed prior applied first as prepayments on the Loans; provided, that, to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)extent all Loans are repaid, (d) or (e) any excess amount shall be referred transferred to herein the Collateral Agent to be held as cash collateral for the “Permissive Prepayments”Obligations and applied thereto pursuant to Section 2.7.4.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Scheduled Maturity Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that: (i) any such prepayment shall be made pro rata among the Loans of the same Type and, if applicable, having the same Interest Period for all Lenders; (ii) any LIBO Rate Loan that is repaid other than on the last day of the Interest Period for such Loan shall be subject to Section 4.4; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the LenderAdministrative Agent on or before 11:00 a.m., New York Time, on the date of such prepayment; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).100,000; (cb) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans Aggregate Outstanding Amount exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to then Borrowing Base and in accordance with Section 2.2) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”11.1(b)(ii), the Borrower shall make a mandatory prepayment of all Loans, up to the Overadvanceamount of such excess, together with accrued interest thereon. (d) Concurrently with on such date, in the receipt case of Base Rate Loans, or on the end of the next Interest Period (or deemed receipt) Interest Periods in the case where the amount of any Net Proceeds or any insurance proceeds or condemnation proceeds (or the prepayment exceeds the amount of the next maturing LIBO Rate Loan), in the case of LIBO Rate Loans; provided, that if after the expiration prepayment of all Loans any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiariessuch excess remains, the Borrower shall make a mandatory prepayment of the Revolving Loans in pay an amount equal to one hundred percent (100%) of any such Net Proceeds (provided, however, remaining excess to the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds Administrative Agent to be applied as set forth held by the Administrative Agent in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase LOC Collateralization Account to collateralize Letter of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof.Credit Outstandings; and (ec) On or before the last Business Day of each Fiscal Quarter of the Borrowershall, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date Loans and other Obligations pursuant to Section 9.2 9.2, repay all Loans and, if necessary, provide immediately available funds collateral to the Administrative Agent to be held by the Administrative Agent in the LOC Collateralization Account to collateralize Letter of Credit Outstandings, unless, pursuant to Section 9.2.2, only a portion of all Loans or Section 9.3other Obligations is so accelerated (in which case the portion so accelerated shall be so prepaid or cash collateralized). Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts Amount. Although payment of Obligations by the Borrower hereunder may be reborrowed prior to made out of funds in the Revolving Loan Commitment Termination Date. Prepayments under clauses (b)Collection Account and the Liquidation Account in accordance with Article XI, (d) or (e) all Obligations of the Borrower shall be referred to herein as full recourse obligations, payable out of any of the “Permissive Prepayments”assets of the Borrower.

Repayments and Prepayments. The Each Borrower shall repay -------------------------- in full the unpaid principal amount of each Revolving Loan its Loans upon the Revolving Loan Stated Maturity Date. Prior thereto, payments the Borrowers may (or shall, as applicable), make the repayments and prepayments of Revolving Loans shall or may be made as set forth below. (a) The Each Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loanof its Loans, and such Borrower may select whether such prepayment shall be allocated to the Base Rate Loans, LIBO Rate Loans or both (and the amounts so allocated to each); provided, however, that:that -------- ------- (i) any such prepayment shall be made first to Base Rate Loans to the full extent thereof before application to LIBO Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made to the Borrowers pursuant to Section 4.4; ------------ (ii) all such voluntary prepayments shall require at least three (3) one but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (iiiii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000)1,000,000. (cb) Subject to Section 2.1(a)The Borrowers shall, on each date when any reduction in the sum Commitment Amount shall become effective, including pursuant to Section ------- 2.2, make a mandatory prepayment of the Loans made to it, and if required --- deliver cash collateral for Letter of Credit Outstandings, equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time, including pursuant to Section 2.2) less the and Letter of Credit Outstandings and over the Lender Guaranty Disbursements Commitment Amount as so reduced and, as so reduced, applicable to such Borrower. (the amount of such excess being an “Overadvance”)c) The Borrowers shall, the Borrower shall make a mandatory prepayment immediately upon any acceleration of the OveradvanceStated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, together with accrued interest thereon----------- ----------- repay all of their Loans, unless, pursuant to Section 8.3, only a ----------- portion of all Loans is so accelerated. (d) Concurrently with the receipt (or deemed receipt) The Borrowers shall, on each Quarterly Payment Date, deliver cash collateral for Foreign Currency Letters of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans Credit in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accountsexcess, as if any, of the last day Dollar Equivalent of such Fiscal Quarter in excess all Foreign Currency Letter of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount Credit Outstandings over 105% of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer Foreign Currency Letter of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3Credit Commitment Amount. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary ----------- prepayment of principal of the Revolving any Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the -49- 57 outstanding principal amount of any Revolving Loan, Loans; provided, however, that: (i) any such prepayment shall be made pro rata among Loans of the same type and, if applicable, having the same Interest Period of all Lenders; (ii) any LIBO Rate Loan that is repaid other than on the last day of the Interest Period for such Loan shall be subject to Section 4.4; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Days’ prior written notice to the LenderAdministrative Agent on or before 11:00 a.m., New York time, on the date of such prepayment; and (iiiv) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple multiples of Five Hundred Thousand Dollars ($500,000).100,000; (cb) Subject to Section 2.1(a)shall, on each date when the sum of the aggregate outstanding principal amount of all Revolving Loans and Letter of Credit Outstanding exceeds the least of (x) the Adjusted Commitment Amount, (y) the Borrowing Base and (z) the Revolving Loan Commitment Amount (Commitment, make a mandatory prepayment of all the Loans to be applied as it may set forth below and, if necessary, give cash collateral to the Administrative Agent or a Lender on terms reasonably satisfactory to the Administrative Agent to be reduced from time held in an interest bearing account to time, including pursuant to Section 2.2) less the collateralize Letter of Credit Outstandings and Outstandings, in an aggregate amount equal to such excess; (c) shall, no later than three Business Days following the Lender Guaranty Disbursements (receipt of any Net Disposition Proceeds, deliver to the Administrative Agent a calculation of the amount of such excess being an “Overadvance”)Net Disposition Proceeds and, the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Disposition Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof.; and (ed) On or before the last Business Day of each Fiscal Quarter of the Borrowershall, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Stated Maturity Date of any Obligations pursuant to Section 9.2 8.2 or Section 9.3. Each prepayment 8.3, repay all the Loans and if necessary, provide cash collateral to the Administrative Agent to be held by the Administrative Agent in an interest -50- 58 bearing account to collateralize Letter of the Revolving Loans made Credit Outstandings, unless, pursuant to this Section shall be without premium or penalty8.3, unless as only a result portion of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement all Obligations is so accelerated (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) portion so accelerated shall be referred to herein as the “Permissive Prepayments”so prepaid or cash collateralized).

Repayments and Prepayments. The Borrower Company shall repay in -------------------------- full the unpaid principal amount of each Revolving Loan upon no later than the Revolving Loan Maturity Commitment Termination Date. The Company shall repay the unpaid principal amount of the Term Loan in twenty (20) consecutive quarterly installments, each on a Quarterly Payment Date, commencing with the first such Quarterly Payment Date following the making of the Term Loan, and each such installment in the amount of $750,000 with the final such payment due and payable on the Term Commitment Termination Date in the principal amount of the Term Loan then outstanding. Prior theretoto the Revolving Commitment Termination Date or the Term Commitment Termination Date, payments and prepayments of Revolving Loans shall or as the case may be made as set forth below.be, the Company (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Banking Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that:that -------- ------- (i) no such prepayment of any Fixed Rate Loan may be made on any day other than the last day of the Interest Period for such Loan or portion thereof; (ii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) Business Banking Days’ ' prior written notice to the Lender; andBank; (iiiii) all such voluntary partial prepayments shall be in an aggregate minimum amount of One Million Dollars ($1,000,000) 50,000 and an integral multiple of Five Hundred Thousand Dollars $50,000; ($500,000)iv) no amount of the Term Loan which is paid or prepaid may be reborrowed; and (v) All prepayments of the Term Loan shall be applied to the installments of the Term Loan in the inverse order of their maturities. (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum of the aggregate outstanding principal amount of all Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to timeshall become effective, including pursuant to Section 2.2) less , make a ----------- mandatory prepayment of all Loans such that the Letter aggregate amount so prepaid shall be equal to the excess, if any, of Credit Outstandings and the Lender Guaranty Disbursements (the aggregate, outstanding principal amount of such excess being all Loans over the Commitment Amount as so reduced; and (c) shall, immediately upon any acceleration of the Loans pursuant to Section 8.2 or Section 8.3, repay all Loans; and ----------- ----------- (d) shall, if on any Determination Date, as a result of an “Overadvance”)increase in the value of a Eurocurrency, the Borrower shall aggregate Dollar Equivalent of the principal amount of all outstanding Loans to the Company exceeds the Commitment Amount, on the last day of the Interest Period during which such Determination Date occurs, make a mandatory prepayment of the Overadvance, together with accrued interest thereon. (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assets, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the aggregate outstanding Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to Company such that the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject prepayments shall be equal to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3such excess. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.5. No voluntary ----------- prepayment of principal of the any Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Credit Commitment.

Repayments and Prepayments. The Borrower shall repay in -------------------------- full the unpaid principal amount of each Revolving Loan upon the Revolving Loan Stated Maturity DateDate therefor. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans; provided, however, that:that -------- ------- (i) any such prepayment of the Revolving Loans shall be made pro rata among the Revolving Loans of the same type and, if --- ---- applicable, having the same Interest Period of all Lenders that have made such Revolving Loans; (ii) no such prepayment of any LIBO Rate Loan may be made on any day other than the last day of the Interest Period for such Loan; (iii) all such voluntary prepayments shall require at least three (3) but no more than seven (7) five Business Days’ ' prior written notice to the LenderAdministrative Agent; and (iiiv) all such voluntary partial prepayments shall be be, in the case of LIBO Rate Loans, in an aggregate minimum amount of One Million Dollars ($1,000,000) 500,000 and an integral multiple of Five Hundred Thousand Dollars ($500,000).100,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $100,000 and an integral multiple of $100,000; (cb) Subject to Section 2.1(a)shall, on each date when any reduction in the sum Revolving Loan Commitment Amount shall become effective, make a mandatory prepayment of all Revolving Loans in an aggregate amount equal to the excess, if any, of the aggregate aggregate, outstanding principal amount of all Revolving Loans exceeds over the Revolving Loan Commitment Amount as so reduced; (as it may be reduced from time to timec) shall, including immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 2.28.2 or Section 8.3, repay all Loans, ----------- ----------- unless, pursuant to Section 8.3, only a portion of all Loans is so ----------- accelerated (in which case the portion so accelerated shall be so prepaid); (d) less the Letter shall, no later than 180 days following receipt of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”)any Net Disposition Proceeds, the Borrower shall make a mandatory prepayment of the OveradvanceRevolving Loans in an amount equal to 100% of such Net Disposition Proceeds, together with accrued interest thereon. (d) Concurrently with to be applied as set forth in Section 3.1.2; provided, however, that, at the receipt (or deemed receipt) option of any Net Proceeds the ------------- -------- ------- Borrower and so long as no Default shall have occurred and be continuing, the Borrower may reinvest all or any insurance proceeds or condemnation proceeds portion of such Net Disposition Proceeds in related assets so long as (or after the expiration A) within 120 days following receipt of any period designated such Net Disposition Proceeds, a definitive purchase agreement for the purchase of Qualified Assets, if appropriate) such assets with such proceeds shall have been entered into (as certified by the Borrower or in writing to the Administrative Agent) and (B) within 180 days after the receipt of such Net Disposition Proceeds, such purchase shall have been consummated (as certified by the Borrower in writing to the Administrative Agent); provided, further, however, that any -------- ------- ------- Net Disposition Proceeds not so reinvested shall be immediately applied to the prepayment of its Subsidiariesthe Revolving Loans as set forth above; (e) concurrently with the creation of any Net Equity Proceeds, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) % of such Net Proceeds (providedEquity Proceeds, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided3.1.2, howeverexcept to the extent, if any, that such Net Equity ------------- ------ Proceeds (i) arise from an initial public offering of the Borrower's common stock and, after giving effect to such offering, the Borrower mayBorrower's Total Debt to EBITDA Ratio is less than or equal to 4.50 to 1.0 or (ii) are applied substantially concurrently with such creation to the consummation of Permitted Acquisitions (provided that, if such Net Equity Proceeds arise from an initial public offering of the Borrower's common stock, after giving effect to such Permitted Acquisitions, the Borrower's Total Debt to EBITDA Ratio is less than or equal to 4.50 to 1.0, with the Lender’s prior written consent, which consent shall not determination of EBITDA resulting from any Permitted Acquisition to be unreasonably withheld, use insurance proceeds for applied to the purchase calculation of Qualified Assets or Total Debt to EBITDA on terms satisfactory to the rebuilding Administrative Agent) and (f) concurrently with the creation of any structure to which Net Debt Proceeds (other than the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter issuance of the BorrowerSenior Notes), the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2, except to the aggregate amount ------------- ------ extent, if any, that such Net Debt Proceeds shall comprise refinancing debt issued in accordance with, and subject to the provisions of, Section 7.2.6 ------------- and such proceeds are immediately applied to the repayment of cash and cash equivalents Senior Notes (or notes issued in substitution therefor pursuant to ordinary course assignments not constituting a refinancing); and (g) concurrently with the receipt by the Borrower or any of its Subsidiaries of any escrow monies under the Xxxxxx Acquisition Agreement or the AmeriTel Acquisition Agreement (each as defined in the Borrower’s and its Subsidiaries’ accountsExisting Credit Agreement) or any other acquisition agreement (other than monies in respect of claims of third parties), as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to Borrower shall make a mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3with such monies. Each prepayment of the Revolving any Loans made pursuant to this Section shall be without premium or penalty, unless except as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penaltymay be required by Section 4.4. No voluntary ----------- prepayment of principal of the any Revolving Loans pursuant to clause (b), (c), (d) or (e) shall cause a reduction in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”Amount.

Repayments and Prepayments. The Borrower shall repay make payment in full the of all unpaid principal amount of (x) each Revolving Loan upon on the Commitment Termination Date and (y) each Revolving Loan Maturity made by a Withdrawing Lender (and not assigned pursuant to Section 2.3.4) on the Scheduled Commitment Termination Date and (z) each Swingline Loan on the Swingline Expiry Date. Prior thereto, payments and prepayments of Revolving Loans shall or may be made as set forth below.the Borrower: (a) The Borrower shall make the following principal reductions on the last day of each Fiscal Quarter during each of the following periods: (i) during Fiscal Year 2002 None (ii) during Fiscal Year 2003 None (iii) during Fiscal Year 2004 quarterly payments equal to thirteen and three-quarters percent (13.75%) of the outstanding principal balance of the Revolving Loans as of December 31may, 2003 (iv) during Fiscal Year 2005 quarterly payments equal to twenty-five percent (25%) of the outstanding principal balance of the Revolving Loans as of December 31, 2004 (iv) on December 31, 2005 one hundred percent (100%) of the then outstanding principal balance of the Revolving Loans and all accrued interest Repayments under Section 3.1(a) shall permanently reduce the Revolving Loan Commitment Amount in the amount of each required principal payment as of the date that such payment is required to be made, and the Letter of Credit Commitment Amount shall be correspondingly reduced. (b) From from time to time on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Revolving Loan, Loans made as part of any particular Borrowing; provided, however, that: (i) all no such prepayment of any Borrowing of Revolving Loans may be made which, after giving effect thereto, would result in the aggregate outstanding principal amount of such Revolving Loans being less than $1,000,000 (unless repaid in full) or other than an integral multiple of $1,000,000; (ii) each such voluntary prepayments prepayment shall require at least three (3) but no more than seven (7) Business Days’ ' prior written notice to the Lender; andAdministrative Agent; (iiiii) all each such voluntary partial prepayments prepayment shall be in an aggregate a minimum amount of One Million Dollars ($1,000,000) 1,000,000 and an integral multiple of Five Hundred Thousand Dollars $1,000,000 ($500,000or, if less, the outstanding principal amount of all Loans then outstanding).; (civ) Subject a prepayment on a day other than the last day of the Interest Period for such Revolving Loan shall in all cases be subject to the requirements of Section 2.1(a)3.4.5; and (v) no such prepayment may be made if, after giving effect thereto, a Swingline Loan would remain outstanding; (b) shall, on each date when any reduction in the sum Total Maximum Commitment shall become effective, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate outstanding principal amount of all Revolving Loans exceeds over the Revolving Loan Total Maximum Commitment Amount as so reduced; (as it may be reduced from time to time, including pursuant to Section 2.2c) less the Letter of Credit Outstandings and the Lender Guaranty Disbursements (the amount of such excess being an “Overadvance”), the Borrower shall make a mandatory prepayment of the Overadvance, together with accrued interest thereon.Loans as may be required by Section 6.1.18; (d) Concurrently with the receipt (or deemed receipt) of any Net Proceeds or any insurance proceeds or condemnation proceeds (or after the expiration of any period designated for the purchase of Qualified Assetsshall, if appropriate) by the Borrower or any of its Subsidiaries, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to one hundred percent (100%) of such Net Proceeds (provided, however, the Borrower shall only be required to make a mandatory prepayment of the Revolving Loans in an amount equal to fifty percent (50%) of the Net Proceeds described in clause (a) of the definition of Net Proceeds) which has not been used to purchase Qualified Assets, insurance proceeds or condemnation proceeds to be applied as set forth in Section 3.2. Provided, however, the Borrower may, with the Lender’s prior written consent, which consent shall not be unreasonably withheld, use insurance proceeds for the purchase of Qualified Assets or the rebuilding of any structure to which the insurance proceeds relate, upon conditions reasonably acceptable to the Lender. The Borrower will, prior to prepaying the Revolving Loans, give the Lender telephone notice (promptly confirmed in writing) thereof. (e) On or before the last Business Day of each Fiscal Quarter of the Borrower, the Borrower shall make a mandatory prepayment of the Revolving Loans in an amount equal to the aggregate amount of cash and cash equivalents in the Borrower’s and its Subsidiaries’ accounts, as of the last day of such Fiscal Quarter in excess of Five Million Dollars ($5,000,000) (excepting Net Proceeds which are not subject to mandatory prepayment pursuant to Section 3.1(d) above), however, such mandatory prepayment shall not exceed the amount of the Revolving Loans outstanding at that time. Such mandatory prepayment shall be made by wire transfer of immediately available funds. (f) The Borrower shall make a scheduled repayment of the aggregate outstanding principal amount of the Revolving Loans immediately upon any acceleration of the Revolving Loan Maturity Date pursuant to Section 9.2 or Section 9.3. Each prepayment maturity of the Revolving Loans made pursuant to this Section shall be without premium or penalty, unless as a result of such prepayment the Lender uses the proceeds of such prepayment to repay or prepay indebtedness outstanding under the Lender’s Credit Agreement (in the Lender’s sole discretion) and the Lender is thereby subject to a premium or penalty under the Lender’s Credit Agreement, in which case the Borrower shall promptly reimburse the Lender for such premium or penalty. No prepayment of principal of the Revolving any Loans pursuant to clause (b)Sections 7.2 and/or 7.3 as required by the terms of the Pledge and Intercreditor Agreement, (c), (d) or repay all Loans; and (e) shall cause repay the outstanding amount of any Swingline Loan not funded by a reduction Mandatory Borrowing in the Revolving Loan Commitment Amount and such amounts may be reborrowed prior to the Revolving Loan Commitment Termination Date. Prepayments under clauses (b), (d) or (e) shall be referred to herein as the “Permissive Prepayments”.accordance with Section 3.1.1