Common use of Term B Loans Clause in Contracts

Term B Loans. Each Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunder.

Term B Loans. Each Term B Lender, severally and for itself alone, hereby agrees, on (a) Subject to the terms and subject conditions hereof, each Original Lender with a Term Loan (other than a Reduced Lender) who executes and delivers a counterpart of this Amendment and Restatement severally agrees to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make exchange its Term Loans for a loan (each such loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company on the Closing Date in an aggregate like outstanding principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount Amendment Effectiveness Date, which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment exchange shall expire immediately and without further action on the Closing Date after be deemed to be the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company such Lender for such amount. (b) The Borrower shall prepay all Term Loans of Original Lenders that do not execute and deliver a counterpart of this Amendment and Restatement on the Amendment Effectiveness Date and the Reduced Lenders with a portion of the gross proceeds of such Term B Loans and, by its signature below, each Lender exchanging its Term Loan for a Term B Loan and each Reduced Lender consents to such prepayment. Any such prepayment may be reborrowed hereundereffected on the Amendment Effectiveness Date without regard to any notice requirement, minimum principal amount or pro rata allocation provision otherwise applicable thereto under this Agreement. (c) The Borrower shall pay all accrued and unpaid interest under the Original Credit Agreement on the Term Loans to the Original Lenders holding Term Loans on the Amendment Effectiveness Date and any breakage loss or expense under Section 2.13 of this Agreement. On the Amendment Effectiveness Date, the Term Loans shall be deemed paid in full and discharged. (d) The holders of the Term B Loans shall be entitled to the same guarantees and security interests pursuant to the Security Agreement and the other Security Documents from and after the Amendment Effectiveness Date as the benefits which the holders of the Term Loans had been entitled immediately prior to the Effective Date.

Term B Loans. Each Term B Lender, severally and (i) The Parent Borrower shall repay to the Administrative Agent for itself alone, hereby agrees, the ratable account of the Appropriate Lenders (A) on the terms last Business Day of each March, June, September and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan DocumentsDecember commencing with June 30, to make a loan (each such loan2014, a “Term B Loan” and collectively, the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-1 Dollar Loans and Term B-1 Euro Loans outstanding on the Fourth Amended and Restated Credit Agreement Amendment No. 1 Effective Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Term B Commitment B-1 Dollar Loans and the Term B-1 Euro Loans, the aggregate principal amount of all Term B-1 Dollar Loans and Term B-1 Euro Loans outstanding on such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, date. (ii) The Parent Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last Business Day of each March, June, September and December commencing with December 31, 2017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-2 Dollar Loans outstanding on the Fourth Amended and Restated Credit Agreement Amendment No. 2 Effective Date (which payments shall be denominated reduced as a result of the application of prepayments in Dollarsaccordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Term B-2 Dollar Loans, the aggregate principal amount of all Term B-2 Dollar Loans outstanding on such date. (iii) The Parent Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last Business Day of each March, June, September and December commencing with September 30, 2018, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-3 Dollar Loans outstanding on the Incremental Effective Date (which payments shall be made reduced as Base Rate Loans and, except as hereinafter provided, may, at a result of the option application of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Term B-3 Dollar Loans, provided, that (x) the aggregate principal amount of all Term B B-3 Dollar Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and outstanding on such date. (iv) The Parent Borrower shall not exceed repay to the Administrative Agent for any Lender at the time ratable account of incurrence thereof the Appropriate Lenders (A) on the Closing Date that last Business Day of each March, June, September and December commencing with September 30, 2018, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-2 Euro Loans outstanding on the Incremental Effective Date (which equals payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (B) on the Maturity Date for the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on B-2 Euro Loans, the Closing Date after the making of the Loans. No aggregate principal amount of a all Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderB-2 Euro Loans outstanding on such date.

Term B Loans. Each Subject to adjustment as a result of the application of prepayments in accordance with Section 2.05, in each case, solely to the extent of any such amounts applied to the prepayment of the Term Loans, (i) the Term B LenderLoans shall be due and payable, severally and the Borrower shall repay to the Administrative Agent for itself alone, hereby agrees, the ratable account of the Term B Lenders quarterly on the terms last Business Day of each month of March, June, September and subject December occurring until the Maturity Date, commencing with the first such payment due and payable on June 30, 2013, an amount equal to 0.25% of the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by all Term B Lenders under Section 2.01(a); provided, however, that the final principal repayment installment of the Term B Lenders pursuant Loans shall be due and payable on the Maturity Date for the Term B Facility and in any event shall be in an amount equal to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely aggregate principal amount of all Term B Loans outstanding on such date and (ii) the Term A Loans shall be due and payable, and the Borrower shall repay to the Administrative Agent for the ratable account of the same Type Term A Lenders quarterly on the last Business Day of each month of March, June, September and (y) no incurrences ofDecember until the Maturity Date for such Term A Loans, or conversions into, Term B Loans maintained as Eurocurrency Loans commencing with an Interest Period in excess of one month may be effected prior to the earlier of (1) first such payment due and payable on the 30th day first such date occurring after the First Amendment Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication , an amount equal to one quarter of the Facilities (and following annual percentage reductions for each year set forth below of the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals of all Term A Loans made by all Term A Lenders under Section 2.01(d): For the first year following the First Amendment Closing Date 0% For the second year following the First Amendment Closing Date 5% For the third year following the First Amendment Closing Date 7% For the fourth year following the First Amendment Closing Date 10% For the fifth year following the First Amendment Closing Date 10% provided, however, that the final principal repayment installment of the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment A Loans shall expire immediately be due and without further action payable on the Closing Maturity Date after for the making of Term A Facility and in any event shall be in an amount equal to the Loans. No aggregate principal amount of a all Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderA Loans outstanding on such date.

Term B Loans. Each Borrower and each of their Subsidiaries hereby (i) represents and warrants to each Secured Party, and each other Loan Party, each Cash Management Bank and each Hedge Bank, and (ii) acknowledges and agrees, that (A) except for $50,000,000, which amount so owing to the initial Term Loan B Lender by GOM Operations under the Prepayment Agreement shall be deemed to have been fully paid and discharged and otherwise satisfied by the initial Term Loan B Lender making the Term B Loan under the terms and conditions hereof (the “Satisfaction and Advance”) as contemplated by this Section 2.01(b), no other obligations are due and owing by any party to (or any other Person in respect of) the Prepayment Agreement; and (B) as a result of the making of the Term B Loan contemplated by the next sentence, all conditions precedent to the payoff and termination of the Prepayment Agreement have been satisfied, and, accordingly, on and as of the Effective Date, (1) the Prepayment Agreement shall terminate and shall be of no further force and effect, with all obligations and commitments thereunder being fully paid and discharged and all parties thereto being fully released from their obligations and commitments thereunder; (2) all Liens securing the obligations of the parties under the Prepayment Agreement are hereby released on and as of the Effective Date and (3) the Term Loan B Lender's Term Loan B Commitment shall have been fully satisfied by making of such Term B Loan under the term and conditions hereof, severally the making of such Term B Loan constituting a Borrowing hereunder (the transactions contemplated by this sentence, collectively, are the “Prepayment Agreement Termination Transactions”). In connection with, and for itself alonein consideration for, the Prepayment Agreement Termination Transactions, the Term Loan B Lender hereby agrees, makes the Term B Loan in the aggregate principal amount of $50,000,000 to the Borrowers on the terms and subject to the conditions hereinafter set forth and in reliance upon this Credit Agreement by converting the representations and warranties set forth herein and in obligations (including the other Loan Documents, delivery obligations) owing to make a loan (each such loan, a “it by GOM Operations under the Prepayment Agreement into its Term B Loan” . The Term Loan B Lender hereby US 7362483v.35 acknowledges and collectively, agrees that (i) upon the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to making of the Term B Loan pursuant to the immediately preceding sentence, no other obligations are due and owing by any party to (or to its knowledge any other Person in respect of) the Prepayment Agreement; (ii) as a result of the making of the Term B Loan contemplated by the preceding sentence, on and as of the Effective Date (A) the Prepayment Agreement shall terminate and shall be of no further force and effect, with all obligations and commitments thereunder being fully paid and discharged and all parties thereto being fully released from their obligations and commitments thereunder; (B) all Liens securing the obligations of the parties under the Prepayment Agreement are hereby released on and as of the Effective Date and (C) the Term Loan B Lender's Term Loan B Commitment shall have been fully satisfied by making of such Term B Lender. The Loan under the term and conditions hereof, the making of such Term B Loans Loan constituting a Borrowing hereunder. THE MAKING OF THE TERM B LOAN BY THE INITIAL TERM LOAN B LENDER ON ACCOUNT OF THE SATISFACTION AND ADVANCE IS BEING MADE SOLELY BY THE INITIAL TERM LOAN B LENDER (iAND NOT ANY OTHER SECURED PARTY) AS AN ACCOMMODATION FOR GOM OPERATIONS AND ITS AFFILIATES, INCLUDING THE LOAN PARTIES. Term B Loan amounts repaid or prepaid may not be reborrowed and the Term Loan B Commitments shall be incurred immediately terminated. GOM Operations shall immediately cause the filing of all UCC termination statements and mortgage releases requested by Company pursuant to a single drawingthe Administrative Agent or the Term Loan Collateral Trustee in its sole discretion that were filed in connection with the Prepayment Agreement. Each Borrower and each of their Subsidiaries hereby represents, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at warrants and covenants that the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by pursuant to the Prepayment Agreement Termination Transactions and the Term B Lenders pursuant Notes issued in connection therewith are the legal, valid and binding obligations of each Loan Party thereto, enforceable against such Loan Party in accordance with their terms, subject to the same Borrowing shallapplicable bankruptcy, unless otherwise specifically provided hereininsolvency, consist entirely reorganization, moratorium or other laws affecting ‎creditors’ rights generally and subject to general principles of Term B Loans equity, regardless of the same Type and (y) no incurrences of, whether ‎considered in a proceeding in equity or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderlaw.

Term B Loans. Each Term B LenderLender severally agrees, severally on the terms and conditions set forth in this Agreement, to make Term B Loans to the Borrower from time to time during the Availability Period for itself aloneTerm B Loans in an aggregate principal amount not exceeding its Term B Commitment. Each Term B Borrowing comprised of Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 or any larger multiple of $500,000, hereby agreesand each Term B Borrowing comprised of Base Rate Loans shall be in an aggregate principal amount of $500,000 or any larger multiple of $100,000 (except that any such Borrowing may be in the aggregate amount of the unused Term B Commitments) and shall be made from the several Term B Lenders ratably in proportion to their respective Term B Commitments. The Term B Commitments are not revolving in nature, and amounts repaid or prepaid prior to the Term B Maturity Date may not be reborrowed. Each Term B Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facilities Increase pursuant to Section 2.10(a) shall agree as part of such commitment that, on the Facilities Increase Date for such Facilities Increase in the aggregate Term B Commitments, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties its commitment therefor or otherwise agreed to as part of such commitment or set forth herein and for in the other Loan Documentsthis Agreement as amended in connection with such Facilities Increase, to make a loan (each such loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans Lender (ior Affiliate or Approved Fund thereof) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of Eligible Assignee will make a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderto the Borrower on the Facilities Increase Date for such Facilities Increase in a principal amount not to exceed such commitment to such Facilities Increase.

Term B Loans. Each Borrower and the Lenders acknowledge (x) the making of Term B LenderLoans (as such term was defined on the Closing Date) in an aggregate principal amount of $100,000,000 on the Closing Date (the "Original Term B Loan") and (y) the making of additional Term B Loans in an aggregate principal amount of $20,000,000 on the First Amendment Effective Date (the "Additional Term B Loans"). Borrower and each Lender that has either an Original Term B Loan or Additional Term B Loan, severally and for itself alone, hereby agreesagree, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, that such Loans shall continue to be outstanding as Loans pursuant to the terms and conditions of this Agreement and Borrower and the Lenders acknowledge that on the Second Amendment Effective Date, the aggregate principal amount of Original Term B Loans outstanding was equal to $91,051,546.39 (the "Second Amendment Effective Date Original Term B Amount") and that the aggregate principal amount of Additional Term B Loans outstanding was equal to $20,000,000.00 (the "Second Amendment Effective Date Additional Term B Amount") and each Lender that had a Term B Commitment was deemed to have outstanding as of the Second Amendment Effective Date Original Term B Loans in an aggregate principal amount equal to its pro rata share of such Original Term B Loans and each Lender that had an Additional Term B Commitment was deemed to have outstanding as of the Second Amendment Effective Date Additional Term B Loans in an aggregate principal amount equal to its pro rata share of such Additional Term B Loans. Subject to the conditions set forth in Section 5.2, in a single draw on the Second Amendment Effective Date, each Lender that has a Sprint Term B Commitment agrees that it will make a loan loans (each relative to such loanLender, a “its "Sprint Term B Loan” ", and collectively, together with all Original Term B Loans and the “Additional Term B Loans”, the "Term B Loans") to Company on the Closing Date Borrower in an aggregate principal amount equal to the Sprint Term B Commitment of such Term B Lender. The No amounts paid or prepaid with respect to Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderreborrowed.

Term B Loans. Each Subject to the terms and conditions set forth herein, (i) each Term B Lender, which is not an Existing Term Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, agrees to make a single term loan (each such term loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company the Borrower on the Closing Date in an aggregate principal amount equal not to exceed the Term B Commitment amount of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment on such date (prior to giving effect the Term B Borrowing to occur on such date) and (ii) each Term B Lender, which is an Existing Term Lender, severally agrees to exchange all (or such lesser amount as the Lead Arrangers shall expire immediately and without further action have allocated to such Term B Lender) of its Existing Term Loans, on the Closing Date after terms set forth herein and in the making of the Loans. No amount of Cashless Roll Settlement Letters, for a Term B Loan in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment on such date (prior to giving effect the Term B Borrowing to occur on such date) (which is Term B Commitment of each such Term B Lender shall be equal to the principal amount of the Existing Term Loans so exchanged by such Term B Lender). The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(b) that are repaid or prepaid by Company may not be reborrowed. Term B Loans may be reborrowed hereunderBase Rate Loans or Eurodollar Rate Loans, as further provided herein.

Term B Loans. Each Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a “"Term B Loan” " and collectively, the “"Term B Loans”") to Company Borrower on the Closing Initial Borrowing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of CompanyBorrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Eurodollar Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Initial Borrowing Date that aggregate principal amount which equals the Term B Loan Commitment 44 51 Commitment, if any, of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company Borrower may be reborrowed hereunder.

Term B Loans. Each Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a “"Term B Loan” " and collectively, the “"Term B Loans”") to Company Borrowers (on a joint and several basis) on the Closing Initial Borrowing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company Borrowers pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of CompanyBorrowers, be maintained as and/or converted into Base Rate Loans or Eurocurrency Eurodollar Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Initial Borrowing Date that aggregate principal amount which equals the Term B Loan Commitment Commitment, if any, of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company Borrower may be reborrowed hereunder.

Term B Loans. Each Term B Lender, severally and for itself alone, ------------- hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, to make a loan (each such loan, a “"Term B Loan” " and ----------- collectively, the “"Term B Loans”") to Company the Borrower on the Closing Initial Borrowing Date ------------ in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company the Borrower pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Companythe Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all -------- Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Initial Borrowing Date that aggregate principal amount which equals the Term B Loan Commitment Commitment, if any, of such Lender at such time. Each Term B Lender’s 's Term B Commitment shall expire immediately and without further action on the Closing Initial Borrowing Date after if the making of Term B Loans are not made on the LoansInitial Borrowing Date. No amount of a Term B Loan which is repaid or prepaid by Company the Borrower may be reborrowed hereunder.

Term B Loans. Each (a) On the Amendment No. 2 Effective Date, each of the Additional Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject Lenders will make Additional Term B Loans to the conditions hereinafter set forth Borrower pursuant to Section 2.01(d) of the Amended Credit Agreement. The Additional Term B Loans will constitute a Term Loan for all purposes under the Amended Credit Agreement; provided that pursuant to this Amendment, each such Additional Term B Loan shall constitute an “Other Term Loan” for all purposes of the Amended Credit Agreement, each such Additional Term B Commitment shall constitute a commitment in respect of Term B Loans for all purposes of the Amended Credit Agreement, and all provisions of the Amended Credit Agreement applicable to Term B Loans and commitments in reliance upon respect of Term B Loans shall be applicable to such Additional Term B Loans and Additional Term B Commitments, respectively. (b) Each Additional Term B Lender (i) confirms that it has received a copy of the representations Amended Credit Agreement and warranties set forth herein and in the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make a loan its own credit analysis and decision to enter into this Amendment; (each such loanii) agrees that it will, a “independently and without reliance upon the Administrative Agents, the Amendment No. 2 Lead Arrangers, any other Term B Loan” Lender or any other Lender and collectivelybased on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the “Term B Loans”Amended Credit Agreement; (iii) appoints and authorizes the Agents to Company take actions as agents on its behalf and to exercise such powers and discretion under the Closing Date in an aggregate principal amount equal Amended Credit Agreement and the other Loan Documents as are delegated to the Term B Commitment Agents by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of such the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Lender. (c) Upon (i) the execution of a counterpart of this Amendment by each Additional Term B Lender. The , the Term B Loans (i) shall be incurred by Company pursuant to a single drawingAdministrative Agent, Holdings, the Borrower and the other Guarantors party hereto, (ii) shall be denominated in Dollars, the execution of the Initial Term Lender Consents by the Consenting Term Lenders and (iii) shall be made as Base Rate Loans andthe delivery to the Term Administrative Agent of a fully executed counterpart (including by way of telecopy or other electronic transmission) hereof, except as hereinafter provided, may, at each of the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Additional Term B Lenders pursuant party to this Amendment shall become a Lender under the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of Amended Credit Agreement and shall have the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s respective Additional Term B Commitment shall expire immediately and without further action set forth on the Closing Date after the making Annex A hereto, effective as of the LoansAmendment No. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunder.2

Term B Loans. Each Term B Lender, severally (a) Subject to and for itself alone, hereby agrees, on upon the terms and subject to the conditions hereinafter herein set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsforth, each Term B Lender severally agrees to make a term loan (each such loan, a “Term B Loan” and collectively, to the “Term B Loans”) to Company Domestic Borrower on the Closing Date in an aggregate the principal amount equal to such Lender's Term B Loan Commitment Amount. The Domestic Borrower shall not be entitled to reborrow any amounts repaid with respect to the Term B Commitment of such Loans. (b) Each Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, mayLoan shall, at the option of Companythe Domestic Borrower, be maintained as and/or made or continued as, or converted into into, one or more Borrowings that shall consist entirely of Base Rate Loans or Eurocurrency LIBOR Loans, provided, that (x) all . The aggregate principal amount of each Borrower of Term B Loans made comprised of LIBOR Loans shall be not less than $500,000 or a greater integral multiple of $100,000. At no time shall the total number of Borrowings of all Loans comprised of LIBOR Loans exceed ten in any case. (c) During the period commencing on the Closing Date through and including the Term B Loan Maturity Date, the Domestic Borrower agrees to pay accrued interest on the Term B Loan in arrears in accordance with Section 5.02. During the period commencing on September 30, 2000 and thereafter, the Domestic Borrower agrees to make principal payments on the last day of each calendar quarter as set forth in the amortization schedule in Schedule 4.01. The entire outstanding principal amount of the Term B Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Term Loan Maturity Date. (d) The Domestic Borrower's obligation to pay the principal of, and interest on, the Term B Loan to each Term B Lender shall be evidenced by the records of such Term B Lender and by the Term B Lenders pursuant Note payable to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of such Term B Loans of Lender (or the same Type and (yassignee thereof) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans completed in conformity with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderthis Agreement.

Term B Loans. Each Subject to the terms and conditions set forth herein, (i) each Term B Lender, which is not an Existing Term Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, agrees to make a single term loan (each such term loan, a “Term B Loan” and collectively, the “Term B Loans”) to Company the Borrower on the Closing Date in an aggregate principal amount equal not to exceed the Term B Commitment amount of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment on such date (prior to giving effect the Term B Borrowing to occur on such date) and (ii) each Term B Lender, which is an Existing Term Lender, severally agrees to exchange all (or such lesser amount as the Lead Arrangers shall expire immediately and without further action have allocated to such Term B Lender) of its Existing Term Loans, on the Closing Date after terms set forth herein and in the making of the Loans. No amount of Cashless Roll Settlement Letters, for a Term B Loan in an aggregate amount not to exceed the amount of such Term B Lender’s Term B Commitment on such date (prior to giving effect the Term B Borrowing to occur on such date) (which is Term B Commitment of each such Term B Lender shall be equal to the principal amount of the Existing Term Loans so exchanged by such Term B Lender). The Term B Borrowing shall consist of Term B Loans made simultaneously by the Term B Lenders in accordance with their respective Term B Commitments. Amounts borrowed under this Section 2.01(b) that are repaid or prepaid by Company may not be reborrowed. Term B Loans may be reborrowed hereunderBase Rate Loans or Eurodollar RateSOFR Loans, as further provided herein.

Term B Loans. Each Term B Lender, severally (a) Subject to and for itself alone, hereby agrees, on upon the terms and subject to the conditions hereinafter herein set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsforth, each Term B Lender severally agrees to make a term loan (each such loan, a “Term B Loan” and collectively, to the “Term B Loans”) to Company Borrower on the Closing Date in an aggregate the principal amount equal to such Lender's Term B Loan Commitment Amount. The Borrower shall not be entitled to reborrow any amounts repaid with respect to the Term B Commitment of such Loans. (b) Each Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, mayLoan shall, at the option of Companythe Borrower, be maintained made or continued as, or converted into, one or more Borrowings that shall consist entirely of Base Rate Loan or LIBOR Loan. The aggregate principal amount of each Borrowing of Term B Loans comprised of LIBOR Loan shall be not less than $500,000 or a greater integral multiple of $100,000. At no time shall the total number of Borrowings of all Loans comprised of LIBOR Loans exceed eight in any case. (c) During the period commencing on the Closing Date and ending on December 31, 2006, the Borrower agrees to pay accrued interest on the Term B Loans in arrears in accordance with Section 5.02, through and including the Term B Loan Maturity Date. During the period commencing on June 30, 2000 and thereafter, the Borrower agrees to make principal payments on the last day of each calendar quarter as and/or converted into set forth in the amortization schedule in Schedule 4.01. Each such payment of principal of the Term B Loans shall be applied first to Base Rate Loans or Eurocurrency Loans, provided, that (x) all comprising the Term B Loans made to the full extent thereof, before application to LIBOR Loans comprising the Term B Loans. The entire outstanding principal amount of the Term B Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Term B Loan Maturity Date. (d) The Borrower's obligation to pay the principal of, and interest on, the Term B Loans to each Term B Lender shall be evidenced by the records of the Agent and such Term B Lender and by the Term B Lenders pursuant Note payable to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of such Term B Loans of Lender (or the same Type and (yassignee thereof) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans completed in conformity with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such time. Each Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderthis Agreement.

Term B Loans. Each At any time after all Obligations in respect of the Term B LenderA Loans and the Revolving Credit Loans have been repaid in full (and, severally and for itself alonein the case of the Revolving Credit Facility, hereby agrees, on the terms Revolving Credit Commitments cancelled) and subject to the conditions hereinafter set forth payment of the Prepayment Premium the Borrowers may, upon at least five days prior notice to the Senior B Facility Agent, stating the proposed date and in reliance upon aggregate principal amount of the representations and warranties set forth herein and in prepayment, prepay the other Loan Documents, to make a loan (each such loan, a “Term B Loan” and collectively, outstanding principal amount of the “Term B Loans”) , in whole or in part, together with accrued interest to Company the date of such prepayment on the Closing Date principal amount prepaid; provided, however, that if any prepayment is made by a Borrower other than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amounts owing pursuant to Section 2.15(e). Each optional partial prepayment shall be in an aggregate amount not less than $1,000,000 or integral multiples of $1,000,000 in excess thereof and any such partial prepayment shall be applied pro rata to the remaining installments of such outstanding principal amount equal to of the Term B Commitment Loans. Upon the giving of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawingnotice of prepayment, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option principal amount of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant Loans specified to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type be prepaid shall become due and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) payable on the date (specified for such prepayment. Except as otherwise expressly provided in this Section 2.9(c), no Borrower shall have any right to prepay the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the of any Term B Loan Commitment of such Lender at such time. Each unless and until the Term B Lender’s Term B Commitment shall expire immediately A Loans have been repaid in full and without further action on all Revolving Credit Loans have been repaid in full and the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunderRevolving Credit Commitments in respect thereof cancelled.

Term B Loans. Each Term B Lender, severally and The Borrower shall repay to the Administrative Agent for itself alone, hereby agrees, the ratable account of the Appropriate Lenders (a) on the terms last Business Day of each March, June, September and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan DocumentsDecember, to make a loan (each such loancommencing with December 2931, a “Term B Loan” and collectively20172018, the “Term B Loans”) to Company on the Closing Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant in Dollars equal to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans .025% of the same Type aggregate principal amount of all Closing DateTerm B USD Term Loans outstanding on the ClosingSecond Amendment Effective Date and (y) no incurrences ofin Euros equal to 0.25% of the aggregate principal amount of all Closing DateTerm B Euro Term Loans outstanding on the Closing Second Amendment Effective Date (in each case, or conversions intowhich payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (b) on the Maturity Date for the Closing Date Term B Loans, the aggregate principal amount of all Closing Date Term B Loans maintained outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date DateTerm B USD Term Loans or Closing DateTerm B Euro Term Loans, as applicable, the Borrower and (2) the date (the “Syndication Date”) upon which Administrative Agent determines shall be permitted to adjust the rate of prepayment in its sole discretion (and notifies Company) respect of such Class such that the primary syndication Term Lenders holding Closing DateTerm B USD Term Loans or Closing DateTerm B Euro Term Loans, as applicable, comprising part of such Class continue to receive a payment that is not less than the Facilities (same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans; provided, that if such Incremental Term Loans are to be “fungible” with the Closing DateTerm B USD Term Loans or Closing DateTerm B Euro Term Loans, as applicable, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by the Borrower and the resultant addition of Lenders pursuant Administrative Agent to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at ensure that the time of incurrence thereof on Incremental Term Loans will be “fungible” with the Closing Date that aggregate principal amount which equals the DateTerm B USD Term Loans or Closing DateTerm B Loan Commitment of such Lender at such time. Each Euro Term B Lender’s Term B Commitment shall expire immediately and without further action on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid or prepaid by Company may be reborrowed hereunder, as applicable.

Term B Loans. (1) Each Term B LenderLender agrees, severally and for itself alone, hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsnot jointly, to make a loan (each such loan, a “Term B Loan” and collectively, the “Term B Loans”) lend to Company on Borrower from the Closing Date in to the Expiry Date (or any extension thereof) its Pro Rata Share of the loans requested by Borrower to be made by Lenders under this subsection 1.1(B), up to an aggregate principal maximum amount equal for all Lenders of $3,500,000 (as the same may be reduced from time to time hereunder, the "Term B Commitment of such Term B LenderLoan Commitment"). The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans Advances or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals amounts outstanding under the Term B Loan Commitment of such Lender at such time. Each will be called "Term B Lender’s Loans". Collectively, the Term A Loan and Term B Commitment Loans will be referred to as the "Loans". Amounts borrowed under this subsection 1.1(B) and repaid may not be reborrowed. Term B Loans may be requested in writing to Agent with three (3) Business Days prior notice, and in any amount equal to or greater than $250,000. Neither Agent nor any Lender shall expire immediately and without further action incur any liability to Borrower for acting upon any notice that Agent believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower. Default Interest shall accrue at the Closing Date after the making times required pursuant to Section 1.2(B) whether or not a judgment for any of the Loans. No amount Obligations has been entered by a court. (2) Subject to Section 6.2(B) and each Lender's right to cease making Term B Loans to Borrower, upon the written request of a Borrower delivered to Agent not more than sixty (60) days but not less than thirty (30) days prior to the Expiry Date, the Term B Loan which is repaid or prepaid by Company Commitment may be reborrowed hereunderrenewed for a period of twelve consecutive months in the amount specified by Borrower in such notice which amount shall not exceed $3,500,000; provided, that (i) no Event of Default has occurred or existed during the thirty (30) day period immediately preceding the Expiry Date and (ii) Borrower pays to Lender on or before the Expiry Date a renewal fee equal to two percent (2%) of the Term B Loan Commitment in effect during such extension of the Term B Loan Commitment.

Term B Loans. Each Term B Lender, severally (a) Subject to and for itself alone, hereby agrees, on upon the terms and subject to the conditions hereinafter herein set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documentsforth, each Term B Lender severally agrees to make a term loan (each such loan, a “Term B Loan” and collectively, to the “Term B Loans”) to Company Domestic Borrower on the Closing Date in an aggregate the principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option 's Pro Rata Share of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with an Interest Period in excess of one month may be effected prior to the earlier of (1) the 30th day after the Closing Date and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the Closing Date that aggregate principal amount which equals the Term B Loan Commitment of such Lender at such timeAmount. Each The Domestic Borrower shall not be entitled to reborrow any amounts repaid with respect to the Term B Lender’s Term B Commitment Loan. Interest shall expire immediately and without further action accrue on the Closing Date after the making of the Loans. No amount of a Term B Loan which is repaid as a LIBOR Loan. Such LIBOR Loan will continue with a three-month Interest Period beginning September 29, 2000. (b) During the period commencing on the funding of the Term B Loans through and including the Term B Loan Maturity Date, the Domestic Borrower agrees to pay accrued interest on the Term B Loans in arrears in accordance with Section 5.02. During the period commencing on September 30, 2000 and thereafter, the Domestic Borrower agrees to make principal payments on the last day of each calendar quarter as set forth in the amortization schedule in Schedule 4.01. The entire outstanding principal amount of the Term B Loans, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Term B Loan Maturity Date. (c) The Domestic Borrower's obligation to pay the principal of, and interest on, the Term B Loan to each Term B Lender shall be evidenced by the records of such Term B Lender and by the Term B Note payable to such Term B Lender (or prepaid by Company may be reborrowed hereunderthe assignee thereof) completed in conformity with this Agreement.

Term B Loans. Each Term B Lender, severally and for itself alone, ------------ hereby agrees, on the terms and subject to the conditions hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Credit Documents, to make a loan (each such loan, a “"Term B Loan” " and ----------- collectively, the “"Term B Loans”") to Company the Borrower on the Closing Restatement Effective ------------ Date in an aggregate principal amount equal to the Term B Commitment of such Term B Lender. The Term B Loans (i) shall be incurred by Company the Borrower pursuant to a single drawing, which shall be on the Restatement Effective Date, (ii) shall be denominated in Dollars, (iii) shall initially be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Companythe Borrower, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and (y) prior to the earlier of (A) the 30th day after the Restatement Effective Date and (B) the Syndication Date, no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans with shall have an Interest Period in excess of longer than one month may be effected prior to the earlier of (1) the 30th day after the Closing Date week, and (2) the date (the “Syndication Date”) upon which Administrative Agent determines in its sole discretion (and notifies Company) that the primary syndication of the Facilities (and the resultant addition of Lenders pursuant to Section 12.8(c)) has been completed and (iviii) shall not exceed for any Lender at the time of incurrence thereof on the Closing Restatement Effective Date that aggregate principal amount which equals the Term B Loan Commitment Commitment, if any, of such Lender at such time. Each Term B Lender’s 's Term B Commitment shall expire immediately and without further action on the Closing Restatement Effective Date after if the making of Term B Loans are not made on the LoansRestatement Effective Date. No amount of a Term B Loan which is repaid or prepaid by Company the Borrower may be reborrowed hereunder.