Common use of Term Loan B Clause in Contracts

Term Loan B. (a) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (ai) Subject to the terms and conditions of this Agreementhereof, each Term Lender (Term Loan B Lender severally B) agrees to make an advance a term loan on the Closing Date to Borrowers in the original principal amount of its Pro Rata Term B Share Loan Commitment (Term Loan B) (the "TERM LOAN (TERM LOAN B"). The obligations of each Term Lender (Term Loan B) hereunder shall be several and not joint. Such Term Loan shall be evidenced by promissory notes substantially in the form of EXHIBIT 1.1(D) (each a "TERM NOTE (TERM LOAN B)" and collectively the "TERM NOTES (TERM LOAN B)"), and Borrowers shall execute and deliver a Term Note (Term Loan B) to each Term Lender (Term Loan B). Each Term Note (Term Loan B) shall represent the obligation of Borrowers to pay the amount of the applicable Term Lender's (Term Loan B) Term Loan Commitment (Term Loan B) to Borrowers, together with interest thereon as prescribed in SECTION 1.5. (ii) Borrowers shall pay the principal amount of the Term Loan B to in three (3) consecutive quarterly installments as follows: in two (2) equal installments of principal in the Borrower amount of $1,500,000.00 each, on the first day of the fifty-fourth (54th) and fifty-seventh (57th) month following the Closing Date, and from the Closing Date together with a final installment equal to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The entire unpaid principal amount of each Segment balance of the Term Loan B due and payable on the date which is sixty (60) months following the Closing Date. (iii) Notwithstanding the foregoing CLAUSE (II), the aggregate outstanding hereunder from time to time shall bear interest and principal balance of the Term Loan B shall be repayable as herein provided. No amount due and payable in full in immediately available funds on the Commitment Termination Date (Revolver A), the Commitment Termination Date (Revolver B) or the Commitment Termination Date (Term Loan A), whichever shall first occur, if not sooner paid in full. (iv) Each payment of principal with respect to the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after paid to Revolver Agent for the initial such advance ratable benefit of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shallLender, pursuant ratably in proportion to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata each such Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that Lender's (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the respective Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Commitment (Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeB).

Term Loan B. (a) Subject to the terms and conditions of this Agreement, each The Lenders who issued a Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing DateCommitment agree severally, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereundertheir respective Commitment Ratios, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s electionnot jointly, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to upon the terms and subject to the conditions of this Agreement, make to lend to the Borrower an aggregate principal amount which does not exceed in the aggregate the Term Loan B Commitment of all the Lenders. The Term Loan B shall be available in three (3) draws as requested by the Borrower in accordance with the terms of Section 2.2 (the first of such draws, the “Initial Term Loan B Draw”, the second of such draws, the “Second Term Loan B Draw”, and the third of such draws, the “Third Term Loan B Draw”); provided that (a) the Initial Term Loan B Draw shall be made in an aggregate principal amount equal to $610,000,000 on the Agreement Date, (b) the Second Term Loan B Draw may be requested by the Borrower in an aggregate principal amount of its Pro Rata up to $275,000,000 at any time after the Agreement Date but in no event later than April 30, 2007 (the date upon which the Second Term Loan B Share Draw is made, the “Second Term Loan B Draw Funding Date”), (c) the Third Term Loan B Draw may be requested by the Borrower in an aggregate principal amount of up to $40,000,000 at any time after the Agreement Date but in no event later than May 31, 2007 (the date upon which the Third Term Loan B Draw is made, the “Third Term Loan B Draw Funding Date”), (d) each Lender’s Term Loan B Commitment with regard to the Second Term Loan B Draw shall terminate automatically upon the earlier of the Second Term Loan B Draw Funding Date and April 30, 2007 (regardless of (i) the failure of the Borrower to request the Second Term Loan B Draw or (ii) the failure of the Borrower to borrow the total aggregate principal amount of the Second Term Loan B Draw) and (e) each Lender’s Term Loan B Commitment with regard to the Third Term Loan B Draw shall terminate automatically upon the earlier of the Third Term Loan B Draw Funding Date and May 31, 2007 (regardless of (i) the failure of the Borrower to request the Third Term Loan B Draw or (ii) the failure of the Borrower to borrow the total aggregate principal amount of the Third Term Loan B Draw). Each of the Initial Term Loan B Draw, the Second Term Loan B Draw and the Third Term Loan B Draw shall be funded by each of the Lenders who issued a Term Loan B Commitment in a principal amount equal to such Lenders’ Commitment Ratio of the aggregate principal amount of the applicable portion of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject B. Subject to the terms and conditions of this Agreementhereof, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable may from time to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, time (i) Convert from a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted Advance into a Eurodollar LIBOR Advance or from a LIBOR Advance into a Base Rate Segment, and ending on the date that is one week thereafter, and Advance; or (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced Continue a LIBOR Advance as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLIBOR Advance.

Term Loan B. (a1) Subject to the terms and conditions of this Agreementhereof, each B Loan Lender agrees to make term loans (collectively, the "Term Loan B") from time to time during the Term Loan B Lender severally agrees Advance Period to make an advance US Borrowers in the aggregate amount not to exceed the applicable B Loan Lender's Term Loan B Commitment; provided, however, that a minimum amount of its Pro Rata Term B Share $80,000,000 of the Term Loan B to the Borrower Commitment shall be funded on the Closing Date; provided further, however, that each Advance under the Term Loan B Commitment shall be made in a minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof. The obligations of each B Loan Lender hereunder shall be several and not joint. Upon request by any B Loan Lender, each US Borrower shall deliver to such B Loan Lender a promissory note substantially in the form of Exhibit 1.1(b)(iii)-1 (each a "Term B Note" and collectively the "Term B Notes"). Each Term B Note (or, if a Term B Note is not requested, this Agreement) shall represent the joint and several obligation of US Borrowers to pay the applicable B Loan Lender's Term Loan B Commitment or, if less, the aggregate unpaid principal amount of the Term Loan B made to US Borrowers, together with interest thereon as prescribed in Section 1.5. Each Advance under the Term Loan B Commitment shall be made on notice by Borrower Representative on behalf of the applicable US Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) 1:00 p.m.(New York time) on the Business Day of the proposed Advance, in the case of a US Index Rate Loan, or (2) 1:00 p.m.(New York time) on the date which is 3 Business Days prior to the proposed Advance, in the case of a LIBOR Loan. Each such notice (a "Notice of Term Loan B Advance") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(b)(iii)-2, and from shall include the Closing Date information required in such Exhibit and such other information as may be required by Agent. If any US Borrower desires to have the Advance bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e)(i). (2) US Borrowers shall repay the Term Loan B in twelve (12) consecutive quarterly installments on the first day of January, April, July and October of each year, commencing July 1, 2005, as follows: Payment Dates Installment Amounts ---------------------------------------------------- July 1, 2005, $1,250,000 October 1, 2005, January 1, 2006 and April 1, 2006 ---------------------------------------------------- July 1, 2006, $1,875,000 October 1, 2006, January 1, 2007, April 1, 2007, July 1, 2007, October 1, 2007, and January 1, 2008 ---------------------------------------------------- May 14, 2008 $66,875,000 ---------------------------------------------------- The final installment due on May 14, 2008 shall be in the amount of $66,875,000 or, if different, the remaining principal balance of the Term Loan B. Notwithstanding anything contained in this Section 1.1(b)(iii)(2) to the contrary, quarterly installments in respect of the Term Loan B shall be reduced on a pro rata basis by the amount, if any, that the aggregate Advances under the Term Loan B Commitment are less than $80,000,000. (3) Notwithstanding Section 1.1(b)(iii)(2), the aggregate outstanding principal balance of the Term Loan B shall be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. No payment with respect to the Term Loan B Maturity Date, Convert and Continue Segments from time to time may be reborrowed. There shall be no increase in accordance with the terms hereof. The aggregate principal amount of each Segment of the Term Loan B outstanding hereunder from at any time after the termination of the Term Loan B Advance Period. (4) Each payment of principal with respect to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount paid to Agent for the ratable benefit of the Term each B Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be making a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and ratably in proportion to each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the B Loan Lender's respective Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeCommitment.

Term Loan B. (a1) Subject to the terms and conditions of this Agreementhereof, each First Lien Lender with an Original Term Loan B Lender severally Commitment agrees to make an advance of its Pro Rata Term B Share of a term loan (collectively, the “Original Term Loan B to the Borrower B”) on the Closing Date, and from the Closing Date to US Borrowers in the amount of the applicable First Lien Lender’s Original Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereofCommitment. The principal amount of each Segment of the “Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunderA” under, and no subsequent advance under as defined in, the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B Prior Credit Agreement outstanding on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer Date shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment deemed to be a portion of the initial Borrowing of Original Term Loan B hereunder. Subject to the terms and conditions hereof, each First Lien Lender with an Incremental Term Loan B Commitment agrees to make a term loan (collectively, the “Incremental Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning ”) on the date such Eurodollar Rate Segment is initially advancedFirst Amendment Effective Date to the US Borrowers in the amount of the applicable First Lien Lender’s Incremental Term Loan B Commitment. Subject to the terms and conditions hereof, or each First Lien Lender with a Second Incremental Term Loan B Commitment agrees to make a term loan (collectively, the “Second Incremental Term Loan B”) on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on Third Amendment Effective Date to the date that is one week thereafter, and (ii) if US Borrowers in the Borrower desires that any portion amount of the initial Borrowing applicable First Lien Lender’s Second Incremental Term Loan B Commitment. The obligations of each First Lien Lender hereunder shall be several and not joint. Upon request by any First Lien Lender with a Term Loan B Commitment, each US Borrower shall execute and deliver to such First Lien Lender a promissory note substantially in the form of Exhibit 1.1(b)(ii) (each a “Term B Note” and collectively, the “Term B Notes”). Each Term B Note (or, if a Term B Note is not requested, this Agreement) shall represent the joint and several obligation of US Borrowers to pay the applicable First Lien Lender’s Term Loan B Commitment, together with interest thereon as prescribed in Section 1.5. (2) US Borrowers shall repay the principal balance of the Term Loan B is advanced as a Eurodollar Rate Segment, of the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior Third Amendment Effective Date (after giving effect to the date that is then anticipated to be funding of the Closing Date, the Administrative Agent has received from the Borrower a Second Incremental Term Loan Interest Rate Selection Notice with respect theretoB) in consecutive quarterly installments on the first day of January, together with April, July and October of each year, commencing April 1, 2006, and on the Borrower’s written acknowledgement in form and substance satisfactory Third Amendment Effective Date (after giving effect to the Administrative Agent that funding of the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Second Incremental Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.B), as follows:

Term Loan B. (a) Subject to To the terms and conditions of this Agreementextent there is any Term Loan A Principal Debt outstanding, each any Term Loan B Lender, at its option, may elect not to accept such partial prepayment under this SECTION 3.3 (such Lender severally agrees being a "DECLINING B LENDER"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to make an advance that portion of its Pro Rata the prepayment amount available to prepay Term Loan B Share Lenders (LESS any amounts that would otherwise be payable to Declining B Lenders) shall be applied ratably to prepay Term Loan B Principal Debt owed to Term Loan B Lenders OTHER THAN Declining B Lenders and any amounts that would otherwise have been applied to prepay Term Loan B Principal Debt owing to Declining B Lenders shall instead be applied ratably to prepay the remaining Term Loan A Principal Debt as provided in SECTIONS 3.3(b) through 3.3(d); PROVIDED FURTHER, that upon prepayment in full of the Term Loan B Principal Debt owing to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time Lenders OTHER THAN Declining B Lenders the remainder of any prepayment amount that is to time in accordance with the terms hereof. The principal amount of each Segment of the be applied to Term Loan B outstanding hereunder from time Principal Debt shall be applied ratably to time shall bear interest and the prepay Term Loan B shall be repayable as herein providedPrincipal Debt owing to Declining B Lenders. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Any Term Loan B Lender shall, pursuant may elect not to the terms and subject accept its ratable share of a partial prepayment by giving written notice to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date11:00 a.m. Dallas, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Texas time on the date set forth in such Term Loan Interest Rate Selection notice any or all of Business Day immediately preceding the amounts specified in such Term Loan Interest Rate Selection Noticescheduled prepayment date.

Term Loan B. (a) Subject to At the terms and conditions request of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date made prior to the Term Loan B Maturity Commitment Termination Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallagrees, subject to the terms and conditions of this Agreement, including without limitation to make a term loan (the satisfaction “Term Loan B”) to Borrower in an amount up to the Term Loan B Commitment. (b) In order to obtain Term Loan B proceeds, Borrower shall give written or telephonic notice to Lender, by not later than close of all applicable Lender’s business at least one (1) Business Day prior to the date on which Borrower desires that Term Loan B proceeds be disbursed to Borrower. On the requested date but subject to the terms and conditions in Sections 5.01 and 5.02of this Agreement, be made Lender shall make Term Loan B proceeds available to the Borrower by delivery transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) of Borrower at ▇▇▇▇▇▇ Bank, National Association. (c) The obligation of Lender to make the proceeds thereof as Term Loan B shall terminate on the Term Loan B Commitment Termination Date. (d) The Term Loan B shall be directed evidenced by, and payable in accordance with, the Term Note B made by the Responsible Officer of the Borrower and reasonably acceptable payable to the Administrative Agent. The initial Borrowing order of Lender; subject, however, to the provisions of such Note to the effect that the principal amount payable thereunder at any time shall not exceed the then unpaid principal amount of the Term Loan B may made by Lender. Borrower hereby irrevocably authorizes Lender to make or cause to be a Eurodollar Rate Segmentmade, a Base Rate Segment, at or both; provided that (i) nothwithstanding anything about the time on which the Term Loan B proceeds are advanced to the contrary in Section 2.03 or otherwiseBorrower, any Eurodollar Rate Segment to be a portion an appropriate notation on the records of Lender, reflecting the initial Borrowing principal amount of the Term Loan B, and each Conversion Lender shall make or cause to be made, on or Continuation about the time of a Eurodollar Rate Segment made during the period receipt of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date payment of any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing principal of the Term Note B , an appropriate notation on its records reflecting such payment. The outstanding principal amount of Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow set forth on the date set forth in such Term Loan Interest Rate Selection notice any or all records of Lender shall be rebuttable presumptive evidence of the amounts specified in such principal amount owing and unpaid on the Term Loan Interest Rate Selection Notice.Note B.

Term Loan B. The Parties hereto hereby agree and acknowledge that the Borrower shall have the right to refinance all or a portion of Term Loan A-2 with the proceeds of a Term Loan B obtained from a group of institutional investors and/or other lenders (athe “Term Loan B Lenders”) Subject acceptable to Borrower and approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Borrower elects to enter into a Term Loan B in accordance with this provision, then Term Loan B shall be considered to be a Loan outstanding under this Agreement that has, to the terms extent of such Term Loan B, refinanced and conditions taken the place of Term Loan A-2 hereunder, provided that (i) the Maturity Date applicable to such Term Loan B shall be at least six (6) months after the Maturity Date applicable to the Revolving Credit Loans under this Agreement, each (ii) the interest rate and amortization applicable to such Term Loan B Lender severally agrees shall be upon terms satisfactory to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B Lenders in their sole and absolute discretion; provided that such Term Loan B shall not be amortized in a manner which could reasonably be expected to have a Material Adverse Effect on the Lenders with Revolving Credit Commitments and Term Loan A Commitments, (iii) the amount of such Term Loan B shall not exceed the outstanding principal of (and all accrued and unpaid interest on) Term Loan A-2 at the time such Term Loan B is entered into, and in no event shall the sum of the Commitments of all Lenders under this Agreement plus the principal amount of such Term Loan B exceed $1,200,000,000 (iv) such Term Loan B shall be repayable as herein provided. No amount of secured by the Collateral on a pari passu basis with the Revolving Credit Loans and the Term Loan B repaid or prepaid by A Loans in the Borrower may be reborrowed hereunder, and no subsequent advance under the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be entitled to pro rata payment in the form of same day funds in Dollars. The amount so received by the manner as Term Loan A-2 immediately prior to entering into such Term Loan B, (v) Citicorp North America, Inc. or its Affiliate shall act as Administrative Agent shall, subject with respect to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion (vi) except as otherwise set forth herein, such Term Loan B shall otherwise be entitled to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segmentbenefits under this Agreement, and ending on shall be upon the date that is one week thereaftersame terms and conditions, as Term Loan A-2 under this Agreement as such exist immediately prior to Borrower entering into such Term Loan B, and (iivii) if the Borrower desires that any portion and the Administrative Agent shall be entitled, without the further consent of the initial Borrowing Lenders (notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Section 9.02(b)), to amend this Agreement and any other Loan Documents as reasonably necessary to reflect the terms of such Term Loan B and the full or partial refinancing of Term Loan A-2 including, without limitation, to reflect that the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent Lenders shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or considered “Lenders” for all of the amounts specified in such Term Loan Interest Rate Selection Noticepurposes under this Agreement.

Term Loan B. (a) Subject to the terms and conditions of set forth in this Agreement, each the Lenders shall, on the date hereof, severally, but not jointly, make a term loan to the Borrower ("Term Loan B") (Term Loan A and Term Loan B Lender severally agrees are collectively referred to make herein as the "Term Loans") in an advance original principal amount of its Pro Rata Term B Share of the Ten Million Dollars ($10,000,000). (b) Term Loan B to the Borrower on the Closing Dateshall be evidenced by, and from repaid in accordance with, two promissory notes of the Closing Date Borrower, each substantially in the forms attached hereto as Exhibit C-1 and C-2 (each such note a "Term Loan B Note"). The Term Loan B Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to such Lender and be dated the date hereof, (iii) be in a stated principal amount equal to the Term Loan B Commitment of such Lender and be payable as provided in Section 2.2B(c), (iv) mature on the Maturity Date, Convert (v) bear interest as provided in the appropriate clause of Section 2.3 in respect of the Base Rate or LIBOR, as the case may be, and Continue Segments from time (vi) be entitled to time the benefits of this Agreement and the other Loan Documents. (c) Commencing April 1, 2003 and continuing on the first Business Day of each succeeding fiscal quarter thereafter, the Borrower shall make equal quarterly payments of principal, plus accrued interest, in accordance with a seven year amortization schedule, until the terms hereof. The outstanding principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by Notes, together with all interest accrued thereon, has been fully paid, except that if not sooner paid, the Borrower may be reborrowed hereunderprincipal amount, and no subsequent advance under the Term Loan B Facility together with all accrued but unpaid interest thereon, shall be allowed after the initial such advance of the Term Loan B due and payable on the Closing Maturity Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bd) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, prepay any Eurodollar Rate Segment to be a portion of the initial Borrowing outstanding principal of the Term Loan B, and each Conversion in whole or in part, together with accrued interest to or Continuation the date of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning such prepayment on the date such Eurodollar Rate Segment is initially advancedamount prepaid and all amounts required under Section 2.15, or (i) with respect to any principal portion that bears interest with reference to the Base Rate, on any Business Day, without the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafterMake-Whole Premium, and (ii) if with respect to any principal portion that bears interest with reference to LIBOR either (1) on the Borrower desires that any last Business Day of the Interest Period applicable to the portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segmentbeing prepaid, without the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Make-Whole Premium or (2) on any other Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoDay, together with the Borrower’s written acknowledgement in form and substance satisfactory Make-Whole Premium. All prepayments of Term Loan B shall be applied first to the Administrative Agent that the provisions of Section 4.05 hereof shall apply next installment thereunder and then to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all payment of the amounts specified rest of the installments thereof in such Term Loan Interest Rate Selection Noticethe inverse order of their maturity.

Term Loan B. (a) Subject The Company hereby unconditionally promises to pay to Agent for the terms and conditions account of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share the principal balance of the Term Loan B Advance as follows: (i) On demand after thirty (30) days notice by the Agent to the Borrower Company, which first demand may be made thirty (30) days prior to the second anniversary of the Third Amendment Effective Date, on the Closing first day of the first month after such demand is made in an amount equal to the principal amount so demanded multiplied by the greater of (A) 1 and (B) 1.5 multiplied by the lesser of (x) the Volume-Weighted Average Price for the common stock of the Company for the twenty (20) Business Days immediately prior to the date of such payment and (y) $2.50. (ii) All prepayments of principal with respect to the Term Notes shall be applied to the most remote principal installment or installments then unpaid. (iii) On the applicable Maturity Date, the entire unpaid principal balance of the Term B Notes and from all unpaid interest accrued thereon shall also be fully due and payable. Notwithstanding anything to the Closing Date contrary in this Agreement, amounts due under Section 2.3(a)(i) may, at the option of the Company, be made in common stock of the Company subject to the satisfaction of the conditions in the immediately following sentence. When making any payment under Section 2.3(a)(i) using common stock of the Company, the value of each such share of stock shall be determined based on the Volume-Weighted Average Price for such stock for the twenty (20) Business Days immediately prior to the date such payment is due pursuant to Section 2.3(a)(i) (the “Term Loan B Payment Date”); provided, that no payment under Section 2.3(a)(i) may be made using common stock of the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its intention to make such payment using common stock, which notice shall be irrevocable, no later than twenty (20) Business Days prior to the Term Loan B Maturity Payment Date, Convert ; (B) the Volume-Weighted Average Price for such stock for the twenty (20) Business Days immediately prior to the Term Loan B Payment Date shall not be less than $0.50 per share; (C) the common stock used for payment is exempt from registration pursuant to Section 4(2) or Regulation D of the Securities Act and Continue Segments from time may be resold pursuant to time in accordance with the terms hereofrequirements of Rule 144 of the Securities Act (subject to any applicable holding periods thereunder); and (D) the common stock used for payment shall be delivered to the Agent on the Term Loan B Payment Date. The principal amount By way of each Segment example only: if the Volume-Weighted Average Price for such stock for the twenty (20) Business Days immediately prior to the Term Loan B Payment Date is $2.00 per share and the Lenders have made demand that $1,000,000 of the Term Loan B outstanding hereunder from time to time Advance be repaid, the Company shall bear interest and deliver 1,500,000 shares [$1,000,000 * 1.5 *$2.00 divided by $2.00]. In the event common stock satisfying the requirements in the immediately preceding sentence is not delivered on the Term Loan B Payment Date after notice has been given by the Company pursuant to clause (A) of such sentence, any amounts unpaid as a result thereof shall be repayable as herein provided. No amount bear interest at the interest rate determined pursuant to Section 2.6 plus two percent (2%) through the last day of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial month in which such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinshares are delivered. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (a) Subject to To the terms and conditions of this Agreementextent there is any Term Loan A Principal Debt outstanding, each any Term Loan B Lender, at its option, may elect not to accept such partial prepayment under this Section 3.3 (such Lender severally agrees being a "Declining B Lender"), in which event the provisions of the next sentence shall apply. On the prepayment date, an amount equal to make an advance that portion of its Pro Rata the prepayment amount available to prepay Term Loan B Share Lenders (less any amounts that would otherwise be payable to Declining B Lenders) shall be applied ratably to prepay Term Loan B Principal Debt owed to Term Loan B Lenders other than Declining B Lenders and any amounts that would otherwise have been applied to prepay Term Loan B Principal Debt owing to Declining B Lenders shall instead be applied ratably to prepay the remaining Term Loan A Principal Debt as provided in Sections 3.3(b) through 3.3(d); provided further, that upon prepayment in full of the Term Loan B Principal Debt owing to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time Lenders other than Declining B Lenders the remainder of any prepayment amount that is to time in accordance with the terms hereof. The principal amount of each Segment of the be applied to Term Loan B outstanding hereunder from time Principal Debt shall be applied ratably to time shall bear interest and the prepay Term Loan B shall be repayable as herein providedPrincipal Debt owing to Declining B Lenders. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Any Term Loan B Lender shall, pursuant may elect not to the terms and subject accept its ratable share of a partial prepayment by giving written notice to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date11:00 a.m. Dallas, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow Texas time on the date set forth in such Term Loan Interest Rate Selection notice any or all of Business Day immediately preceding the amounts specified in such Term Loan Interest Rate Selection Noticescheduled prepayment date.

Term Loan B. (ai) Subject to the terms and conditions of this Agreement, each Term Loan B Discretionary Facility Lender severally agrees to make an advance of its Pro Rata Term B Share Discretionary Commitment of the Term Loan B to the Borrower on the Closing Discretionary Commitment Effective Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as provided herein providedand in the Supplemental Credit Documents. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance Borrowing under the Term Loan B Facility shall be allowed after the initial such advance Advance of the Term Loan B on the Closing Discretionary Commitment Effective Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bii) Not later than 1:00 P.M. New York time, on the Closing Discretionary Commitment Effective Date, each Term Loan B Discretionary Facility Lender shall, pursuant to the terms and subject to the conditions of this Agreement, as amended in accordance with Section 2.9(d) and the Supplemental Credit Documents, make the amount of its Pro Rata Term B Share Discretionary Commitment of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s its Principal Office and shall be in the form of same day immediately available funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02Section 7.2, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may shall be a Eurodollar Rate Segment, a single Base Rate Segment, or both; provided that (i) nothwithstanding anything subject to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Discretionary Commitment Effective Date in accordance with an Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow delivered on the date set forth in such Term Loan Discretionary Commitment Effective Date (or, if no Interest Rate Selection notice any or all of Notice is so delivered on the amounts specified Discretionary Commitment Effective Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.8).

Term Loan B. (a) Subject The Borrower may, upon at least 5 Business Days prior written notice to the terms and conditions Administrative Agent, prepay without penalty or premium the principal of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of B, in whole or in part, so long as the Revolving Loan Obligations have been paid in full and the Revolving Credit Commitment has been terminated, the Term Loan B A Obligations have been paid in full, and the obligations under the Subordinated Note up to the Borrower Outstanding Designated Loan Amount (as defined therein) have been paid in full. Each prepayment made pursuant to this Section 2.05(b)(iii) shall be accompanied by the payment of accrued and unpaid interest that is required to be paid in cash to the date of such payment on the Closing amount prepaid.” (l) Section 2.05(c)(iv) of the Financing Agreement hereby is amended by deleting the words “(as in effect on the Effective Date)” and replacing them with the words “(as in effect on the First Amendment Effective Date).” (m) Section 2.05(c)(v) of the Financing Agreement hereby is amended by deleting the words “(as in effect on the Effective Date)” and replacing them with the words “(as in effect on the First Amendment Effective Date).” (n) Section 2.05(c)(vi) of the Financing Agreement hereby is amended by deleting the words “(as in effect on the Effective Date)” and replacing them with the words “(as in effect on the First Amendment Effective Date).” (o) Section 2.05(d)(i) of the Financing Agreement hereby is amended and restated in its entirety as follows: “Each prepayment of the Loans made pursuant to subsections (c)(iv), (c)(v), and from (c)(vi) above shall be applied, first, to the Closing Date Term Loan A until paid in full, second, to the Revolving Loans until paid in full, third, as a payment to Subco on behalf of Borrower, ratably to pay the Sealy Subordinated Debt under Subordinated Note up to the Outstanding Designated Loan Amount (as defined in the Subordinated Note) until paid in full in accordance with its terms, fourth, to the Term Loan B Maturity Dateuntil paid in full, Convert and Continue Segments from time fifth as a payment to time Subco, ratably to pay the remaining Sealy Subordinated Debt under Subordinated Note until paid in full in accordance with its terms; provided, that any prepayment of the terms hereofLoans pursuant to subsection (c)(vi) from Extraordinary Receipts on account of proceeds of insurance or casualty proceeds, to the extent that such Extraordinary Receipts relate to Eligible Inventory, shall be applied first to the Revolving Loans until paid in full, second to the Term Loan A until paid in full, third, as a payment to Subco on behalf of Borrower, ratably to pay the Sealy Subordinated Debt under Subordinated Note up to the Outstanding Designated Loan Amount (as defined in the Subordinated Note) in accordance with its terms, fourth, to the Term Loan B until paid in full, and fifth as a payment to Subco, ratably to pay the remaining Sealy Subordinated Debt under Subordinated Note until paid in full in accordance with its terms. The principal amount of each Segment Each such prepayment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B A shall be repayable as herein provided. No amount applied against the remaining installments of principal of the Term Loan B repaid or prepaid by A in the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance inverse order of their maturity. Each prepayment of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, Revolving Loans pursuant to the terms and subject foregoing application of payments provision (other than pursuant to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date proviso set forth in such Term Loan Interest Rate Selection notice any or all the first sentence of this subsection (d)(i)) shall also reduce the Total Revolving Credit Commitment by an equivalent amount and a reserve shall be imposed against the Borrowing Base in an equivalent amount.” (p) Section 2.05(e) of the amounts specified Financing Agreement hereby is amended and restated in such Term Loan Interest Rate Selection Notice.its entirety as follows:

Term Loan B. Each Lender, severally, agrees to lend to Borrower from time to time its Pro Rata Share of each advance under the Term Loan B Commitment which Term Loan B shall be used by Borrower for Eligible New Store Opening Costs; provided, however, in no event shall any Term Loan B Advance (i) exceed 80% of the Eligible New Store Opening Costs or (ii) be made by the Agent unless (a) Subject Agent has received a budget outlining all cost for each new Pie Five store to be opened, in form and substance satisfactory to Agent in its Permitted Discretion and (b) subject to the terms and conditions following sentence, Borrower has used commercially reasonable efforts to obtain a Landlord Waiver for the new Pie Five store to be opened. If Borrower has been unable to obtain such Landlord Waiver despite its commercially reasonable efforts, then Agent may either waive such requirement or implement a reserve against the Borrowing Base equal to two month’s rent on such location; provided, however, that if a Landlord Waiver has not been either obtained or waived with respect to at least 50% of this Agreement, each all new Pie Five stores for which a Term Loan B Lender severally agrees Advance has been made, Agent may elect, in its sole discretion, not to make an advance of its Pro Rata such Term Loan B Share Advance. The aggregate amount of the Term Loan B Commitment shall not exceed at any time $6,000,000. Amounts borrowed during a Borrowing Period (defined below) under this subsection 2.1(C) and repaid during such Borrowing Period may not be reborrowed. Amounts borrowed under this subsection 2.1(C) may be borrowed at any time prior to the Borrower earlier of (1) the termination of the Term Loan B Commitment pursuant to subsection 8.2 or (2) August 28, 2014 (“Term Loan B Draw Period”). Term Loan B Loans shall be accumulated during each twelve (12) month period during the Term Loan B Draw Period ending August 28, 2013 and August 28, 2014 (each a “Borrowing Period”). During each Borrowing Period, only interest will be due and payable on the Closing DateTerm Loan B Advances during such Borrowing Period. Thereafter, at the end of each Borrowing Period, the sum of all Term Loan B Advances made during the applicable Borrowing Period and from outstanding as of the Closing Date last day of the applicable Borrowing Period (the “Converted Term Loan B Amount”) shall amortize on the basis of a forty-eight (48) month schedule (such amount as determined with respect to any Borrowing Period, the “Amortization Amount”). The amount of such monthly principal payments shall be increased upon the completion of each subsequent Borrowing Period by the Amortization Amount for each subsequent Borrowing Period. The Term Loan B Loans shall be, with respect to principal, payable in equal monthly installments based upon the amortization schedule set forth above, commencing on October 1, 2013 and on the first day of each month thereafter with the balance payable on the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to acceleration upon the conditions occurrence of an Event of Default under this Agreement or termination of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (a) Subject to and upon the terms and conditions and relying upon the representations and warranties herein set forth, the Secured Party agrees to make two (2) advances ("Term Loan B") to the Debtor from time to time from the Closing Date until August 31, 1996 (as such date may be extended from time to time in the sole discretion of this Agreementthe Secured Party, each (the "Term Loan B Lender severally agrees Draw Termination Date")) in an aggregate principal amount of up to make an advance of its Pro Rata Term B Share of the ONE MILLION THREE HUNDRED SIXTY-ONE THOUSAND EIGHT HUNDRED AND THIRTY-NINE AND 13/100 DOLLARS ($1,361,839.13) (the" Term Loan B Commitment") for the purposes hereinafter set forth. Amounts repaid on Term Loan B may not be reborrowed. (i) Term Loan B Advances. So long as the conditions to advances have been satisfied, the Secured Party will make Term Loan B advances to the Borrower on the Closing Date, and Debtor from time to time from the Closing Date to the Term Loan B Maturity Draw Termination Date upon submission of a Notice of Borrowing substantially in the form of Schedule 1.3(b)(i) to the Secured Party on the Business Day prior to the date of the requested advance. Each such notice shall specify (A) the date of the requested advance (which shall be a Business Day), (B) shall not exceed, taking into account all prior Term Loan B advances, the Term Loan B Commitment and (C) shall be accompanied by any supporting invoices and requisitions relating to the requested advance. The Secured Party shall make such Term Loan B advances available by deposit to the Debtor's account at the office of Compass Bank in Houston, Texas. (ii) Payment of Principal and Interest. Term Loan B shall be subject to a draw period during which accrued interest shall be payable monthly in arrears on the last day of each monthly period beginning with the first of such dates to occur after the Closing Date. Interest during such draw period shall accrue at the daily equivalent rate of eight and six hundredths percent (8.06%) per annum for the actual number of days elapsed with respect to Term Loan B advances made on the Closing Date and throughout the draw period. Beginning on the last day of the first monthly period after the Term Loan B Draw Termination Date, Convert Debtor shall make payments of principal and Continue Segments from time to time interest on Term Loan B in accordance with thirty-six (36) 8 consecutive monthly installments on the terms hereof. The principal amount last day of each Segment monthly period. Each installment shall be in payments of principal and interest equal to 3.136405% of the Term Loan B outstanding hereunder from time to time shall bear interest and the Commitment. Payments received on Term Loan B shall be repayable as herein providedapplied first to accrued interest and then to principal in inverse order of maturity. No In the event the actual rate of interest exceeds the assumed rate, additional payments of interest will be made in the amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunderexcess thereof, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B payable on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereindemand. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (a) Subject to the terms terms, covenants and conditions of this Agreementhereinafter set forth, each Initial Lender agrees to, on the Closing Date, make a term loan to Houston Auto in an original principal amount equal to Fifteen Million and No/100 Dollars ($15,000,000.00) (the “Initial Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share B”). Amounts of the Term Loan B which are repaid or prepaid may not be reborrowed. (b) The obligation of the Borrowers to repay to a Lender the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment portion of the Term Loan B outstanding hereunder from time to time made by such Lender (whether directly or as assignee of another Lender), together with interest accruing in connection therewith, shall bear interest be evidenced by a Term Note B in substantially the form of Exhibit F-6 attached hereto and made a part hereof, issued in the principal amount of such Lender’s portion of the Term Loan B and dated as of the date on which the proceeds of such portion of the Term Loan B are advanced hereunder to or for the account of Houston Auto. The amount of principal owing on any Term Note B at any given time shall be repayable as herein provided. No the aggregate amount of the Term Loan B repaid or prepaid evidenced thereby minus all payments of principal theretofore received by the Administrative Agent on such Term Note B. Interest on each Term Note B shall accrue and be due and payable as provided herein and therein. All outstanding principal and all accrued but unpaid interest on Term Loan B shall be due and payable on the Maturity Date applicable to the Term Loan B. Borrowers jointly and severally unconditionally promise to pay each Term Note B and the outstanding principal balance of the Term Loan B in full on the Maturity Date applicable to the Term Loan B. (c) The Borrower Representative, on behalf of Houston Auto, may be reborrowed hereunder, and no subsequent advance request that Lenders holding portions of the Term Loan B make additional advances under the Term Loan B Facility in the aggregate amount of up to Two Million Nine Hundred Seventy-Five Thousand and No/100 Dollars ($2,975,000.00), which advances shall be allowed after constitute a portion of the initial such advance outstanding principal balance of the Term Loan B on for all purposes hereunder and under the Closing Date. Segments of the Term other Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. Documents (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing such additional advances of the Term Loan B, the “Additional Term Loan B Advances”). Each Lender shall fund its pro rata share (based on such Lender’s percentage interest of the aggregate outstanding principal balance of the Term Loan B) of each Additional Term Loan B Advance requested by the Borrower Representative on behalf of Houston Auto by wire transfer to an Operating Account designated by Borrower Representative on behalf of Houston Auto pursuant to the wire transfer instructions set forth on Section 2.1(c) of Schedule A hereto applicable to such Operating Account (or, with respect to the January 10 Term B Advance (as hereinafter defined), by transfer directly to the seller of additional Texas Legacy Receivables pursuant to the Subsequent Texas Asset Purchase Agreement). In addition to the foregoing, requests for Additional Term Loan B Advances (and each Conversion Lenders’ obligations to or Continuation fund same) shall be subject to the following terms and conditions: (i) no such request shall be made if an Event of Default under any of Sections 7.1(a), 7.1(b), 7.1(c) (with respect to Section 7.1(c), as a result of a Eurodollar Rate Segment made during the period breach of fourteen days Sections 6.2(a), 6.2(f), 6.2(n) or 6.2(o) only), 7.1(g), 7.1(h), 7.1(i) or 7.1(n) has occurred and is continuing or would arise after the Closing Dategiving effect to such Additional Term Loan B Advance (and no Lender shall be obligated to fund an Additional Term Loan B Advance if any such Event of Default has occurred and is continuing), may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if Additional Term Loan B Advances shall only be funded in three (3) draws as follows: (A) up to $1,225,000 to be funded on January 8, 2008, (B) up to $1,000,000 to be funded in one advance between January 1, 2008 and January 10, 2008 (such Additional Term Loan B Advance, the Borrower desires that “January 10 Term B Advance”) and (C) up to $750,000 to be funded on April 16, 2008 and (iii) a request for an Additional Term Loan B Advance shall be made in writing to Administrative Agent in form and substance reasonably acceptable to Administrative Agent and must be given so as to be received by the Administrative Agent not later than 2:00 p.m. (Chicago time) on the second Business Day prior to the applicable funding date of such proposed Additional Term Loan B Advance in accordance with the immediately preceding clause (ii). Any Lender funding an Additional Term Loan B Advance may request a new Term Note B in order to evidence its funding of such Additional Term Loan B Advance. Lenders’ commitment to fund Additional Term Loan B Advances hereunder shall immediately and irrevocably terminate on April 16, 2008 (after giving effect to any portion funding of an Additional Term Loan B Advance on such date in accordance with this Section 2.6(c)) . (d) In addition to any other amounts required to be repaid or prepaid on the initial Borrowing Term Loan B pursuant to the terms of this Agreement, Borrowers jointly and severally unconditionally agree to repay the outstanding principal balance of the Term Loan B is advanced as a Eurodollar Rate Segment, follows. (i) The principal balance of the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Initial Term Loan Interest Rate Selection Notice with respect theretoB shall be repaid in twelve (12) equal monthly installments equal to 1/12 of the Initial Term B Amortization Balance on May 1, together with the Borrower’s written acknowledgement in form 2010 and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow again on the date set forth in such first day of each calendar month thereafter. (ii) The principal balance of the Additional Term Loan Interest Rate Selection notice B Advances, if any or all (other than the January 10 Term B Advance), shall be repaid in thirty (30) equal monthly installments equal to 1/30 of the amounts specified in such Additional Term Loan Interest Rate Selection NoticeB Amortization Balance on July 1, 2008 and again on the first day of each calendar month thereafter. (iii) The principal balance of the January 10 Term B Advance shall repaid as follows: (A) $250,000 on January 10, 2009 and (B) $750,000 on January 10, 2010.

Term Loan B. (a) Subject to the terms and conditions of this Agreement, each Lender will make a loan to Borrowers in an amount equal to $5,000,000 (“Term Loan B”). No part of Term Loan B may, on the repayment thereof, be redrawn or reborrowed by a Borrower. The entire unpaid principal balance of, and accrued interest on, Term Loan B, if not sooner repaid, will be due and payable on the Termination Date with respect to Term Loan B. Borrowers shall execute and deliver to Lender severally agrees to make an advance a Term Promissory Note in the form of its Pro Rata Exhibit 2.12 (“Term B Share Loan Note B”), dated as of the Term Loan B to Effective Date (as defined in the Borrower on Second Amendment), in the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the $5,000,000, and bearing interest at such rates, and payable upon such terms, as specified in Term Loan B outstanding hereunder from time to time shall bear interest and the Note B. The proceeds of Term Loan B shall be repayable as herein provided. No amount of used (i) to consummate the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, Effox Acquisition and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein(ii) for general working capital and corporate purposes. (b) Not later than 1:00 P.M. New York timeSubject to the terms of Term Loan Note B and this Agreement, on the Closing Date, each Borrowers may prepay Term Loan B Lender shall, pursuant in whole or part at any time. Any prepayment of Term Loan B will be applied to the terms and subject last to mature of the conditions of this Agreementpayments required under Term Loan Note B. Except as provided in the preceding sentence, make no partial prepayment will change the due dates or the amount of its Pro Rata the monthly principal payments otherwise required by Term B Share Loan Note B. (c) In addition to the scheduled payments of the principal on Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be set forth in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that Note B: (i) nothwithstanding anything to the contrary The payments set forth in Section 2.03 2.2(c) shall be made to, or otherwiseretained by, any Eurodollar Rate Segment to be a portion Lender and applied as provided in Section 2.2(d); and (ii) Beginning on May 1, 2008 and continuing on the same date thereafter occurring in each subsequent Fiscal Year until the payment in full of the initial Borrowing of the Term Loan B, and each Conversion Borrowers will make a payment to or Continuation Lender in an aggregate amount equal to 50% of Excess Cash Flow for the immediately preceding Fiscal Year of Borrowers then ended (each, an “Excess Cash Flow Payment”); provided that Lender will not require an Excess Cash Flow Payment, in any Fiscal Year, in an aggregate amount greater than $1,000,000, but Borrowers may make a Eurodollar Rate Segment made during the period voluntary prepayment of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segmentin excess of such $1,000,000. Each Excess Cash Flow Payment shall, absent the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only ifoccurrence and continuance of an Event of Default, not later than three Business Days prior be applied to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a remaining installments of principal under Term Loan Interest Rate Selection Notice with respect theretoNote B, together with in the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions inverse order of maturity. 1.9 Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all 5.3 of the amounts specified Credit Agreement is hereby amended in such Term Loan Interest Rate Selection Notice.its entirety by substituting the following in its place:

Term Loan B. (a) Subject to the terms and conditions of this Agreement, each Term Loan B on the Closing Date, Lender severally agrees to shall make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and U.S. Borrower. The debt arising from the Closing Date making of Term Loan B shall be evidenced by a term promissory note, dated as of even date herewith, in form and substance satisfactory to Lender, in the stated principal amount equal to the Term Loan B Maturity Date, Convert and Continue Segments (as amended or supplemented from time to time in accordance and together with any renewals and extensions thereof, the terms "Term Note B"), which shall be executed by the U.S. Borrower and delivered to Lender on the date hereof. The principal amount of each Segment Term Loan B, together with all accrued and unpaid interest thereon, shall be due and payable in full on December 1, 2005. Term Loan B shall bear interest at the Applicable Rate, calculated and payable in the manner described in Section 2.2 of the U.S. Loan Agreement, from the date hereof on the unpaid principal amount thereof from time to time outstanding. Term Loan B may be prepaid, in whole or in part, by the U.S. Borrower at any time or from time to time hereafter. The proceeds of the Term Loan B outstanding hereunder from time to time shall bear interest A and the Term Loan B shall be repayable used to refinance the outstanding principal balances of the "Acquisition Term Loans," the "Additional Term Loans", the "Second Additional Term Loan" and the "Fourth Additional Term Loans" (as herein provided. No amount of those terms are defined in the U.S. Loan Agreement), and the Term Loan A and the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereundershall constitute restructurings of, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms extensions and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segmentrenewals of, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing DateAcquisition Term Loans, the Administrative Agent has received from Additional Term Loans and the Borrower a Second Additional Term Loan Interest Rate Selection Notice with respect thereto, together with Loans and the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Fourth Additional Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection NoticeLoans.

Term Loan B. (a) Subject The Borrower hereby unconditionally promises to pay to the terms and conditions Administrative Agent for the pro rata account of this Agreement, each Term Loan B Lender severally agrees to make an advance in Dollars the unpaid principal amount of its Pro Rata Term Loan B Share of such Lender in twenty-three quarterly principal payments on the last day of each calendar quarter and at the Term Loan B to the Borrower on the Closing DateMaturity Date as follows: Payment Dates Principal Installment ------------- --------------------- September 30, and from the Closing Date to 1999-June 30, 2004 $500,000 September 30, 2004 $5,850,000 December 31, 2004 $5,850,000 April 1, 2005 $178,300,000 On the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount paid in full. 1.5 Section 2.23.2(d) is amended by adding the following to the end thereof: ", which payments shall be due 90 days after the end of each fiscal year of the Borrower." 1.6 Section 7.20 is amended by deleting reference therein to "November 30, 2000" and substituting "November 27, 2000" in place thereof. 1.7 The following is added to the end of Section 8.2: "No amendment of any provision of this Agreement which would decrease the mandatory prepayments with respect to the Revolving Credit Loans shall be effective without the written consent of the Required Revolving Credit Lenders, with respect to Term Loan A shall be effective without the written consent of the Required Term Loan A Lenders, with respect to Term Loan B repaid or prepaid by shall be effective without the Borrower may be reborrowed hereunder, and no subsequent advance under written consent of the Required Term Loan B Facility Lenders or with respect to the Interim Term Loan shall be allowed after effective without the initial such advance written consent of the Required Interim Term Loan B on Lenders. No amendment of any provision of this Agreement relating to the Closing Date. Segments Issuer shall be effective without the written consent of the Term Loan B may Issuer." 1.8 Reference in Section 10.8 to "Revolving Credit Commitments" shall be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereindeleted and "Commitments" shall be substituted in each place thereof. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant 1.9 The following is added to the terms end of clause (i) contained in Section 12.3.1: ",and subject to provided that any two or more investment funds that invest in commercial loans and that are managed or advised by the conditions same investment advisor or by an Affiliate of this Agreement, make the amount of its Pro Rata Term B Share such investment advisor shall be treated as a single assignee for purposes of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallminimum amounts required under this clause (i), subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply assignment to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.fund being at least $1,000,000,"

Term Loan B. (a) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B Facility in Dollars to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and (except as provided pursuant to Section 2.15) no subsequent advance Borrowing under the Term Loan B Facility shall be allowed after other than the initial such advance set forth in the first sentence of the Term Loan B on the Closing Datethis Section 2.01(b). Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make available by wire transfer to the Administrative Agent not later than 2:30 P.M. New York time on the Closing Date, the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative AgentFacility. Such Each such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds Same Day Funds in Dollars. The amount amounts so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B Facility on the Closing Date may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding notwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan BB Facility, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B Facility is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s 's written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 3.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (a) Subject to The Lender agrees, upon the terms and subject to the conditions of this Agreementhereof, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on Borrowers in a maximum principal amount not to exceed the Closing Date, and Term Loan B Commitment. Term Loan B shall be available to the Borrowers in multiple advances from the Closing Date to the Term Loan Maturity Date (the "Term Advances"). Term Advances shall be used by the Borrowers solely to fund Acquisitions permitted hereunder. The making of any Term Advance with respect to any Acquisition and the amount thereof, shall be within Lender's sole discretion (except that the amount of a Term Advance may not exceed the amount requested by the relevant Borrower). Lender is under no obligation to make any Term Advance. Term Loan B Maturity Date(including all Term Advances) shall be secured by all of the Collateral. Notwithstanding anything to the contrary contained in the preceding three sentences, Convert Lender agrees that it has approved the Cypress Transaction, and Continue Segments from time Lender shall make a Term Advance on the Closing Date in the amount of $1,700,000 to time fund the Cypress Transaction. (b) Each request by a Borrower for a Term Advance (a "Term Advance Request") shall be submitted to Lender in writing, signed by an Authorized Officer of Borrower Agent, no less than thirty (30) days in advance of the proposed funding date for such Term Advance. Each Term Advance Request shall specify (i) the amount of the requested Term Advance, (ii) the proposed funding date (which shall be a Business Day), (iii) the proposed Acquisition, and (iv) the anticipated owner of the business to be acquired (which may be a Borrower or an Affiliate of a Borrower which, concurrently with the funding of such Term Advance and the closing of such Acquisition shall become a Borrower hereunder pursuant to a Joinder Agreement). In order to allow Lender to conduct its due diligence with respect to any proposed Acquisition, Borrowers shall deliver to Lender with the Term Advance Request (or as soon thereafter as reasonably practicable) such financial statements, reports and other information relative to the business proposed to be acquired, its assets, principals and such other matters relative to such business and the proposed Acquisition as Lender shall request. In the event of any material change in the proposed amount, funding date, transaction structure or any other matter relevant to a proposed Acquisition or Term Advance, Borrowers shall notify Lender as soon as practicable and provide to Lender any information required by Lender in order to evaluate the change in circumstances. Lender shall hold such financial statements, reports and other information confidential in accordance with the terms hereof. The principal amount of each Segment any confidentiality agreement executed by Borrowers and disclosed to Lender and, upon the request of Borrowers, Lender shall execute counterparts to such confidentiality agreement and authorize the Term Loan B outstanding hereunder from time delivery of such counterparts to time such Persons as Borrowers may reasonably request. (c) At Closing, Borrowers shall bear interest execute and deliver a promissory note to Lender in the Term Loan B shall be repayable as herein provided. No stated amount of the Term Loan B repaid or prepaid by Commitment and payable in the Borrower amount of the Term Advances evidenced thereby (as may be reborrowed amended, modified or replaced from time to time, "Term Note B"). Term Note B shall evidence Borrowers' absolute and unconditional obligation to repay Lender the full amount of Term Loan B (including all Term Advances made by Lender thereunder), with interest as herein and therein provided. Term Note B shall be substantially in the form set forth in Exhibit 2.4(c) attached hereto and made a part hereof. Term Loan B and all Term Advances thereunder shall be secured by all of the Collateral. (d) The principal balance of Term Loan B shall be paid in thirty-six (36) consecutive monthly installments of principal payable on the first Business Day of each month (each such date, a "Repayment Date"), commencing with the first Repayment Date following the initial Term Advance hereunder, . The monthly principal payment amount shall be set forth on a schedule to be prepared or updated by Lender and no subsequent advance under delivered to Borrowers on each date when a Term Advance is funded. Lender shall prepare or update such schedule (i) by reflecting the amount of the monthly principal payment due on each Repayment Date occurring prior to the Term Loan Maturity Date as the quotient obtained by dividing the sum of the original principal amounts of all Term Advances made by the Lender by sixty (60), and by reflecting the amount of the principal payment due on the Term Loan Maturity Date as the outstanding principal balance of Term Loan B Facility shall be allowed after the initial such advance as of the Term Loan B on the Closing Maturity Date. Segments The entire outstanding balance of Term Loan B (including principal, unpaid interest, unpaid fees and Expenses) shall be due and payable on the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Maturity Date, each . The amount of Term Loan B (including each Term Advance) and all payments of principal, interest, and fees and expenses due to be received by Lender shall, pursuant to the terms and subject to the conditions in respect of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer shall be recorded in the books and records of Lender, which books and records shall, in the absence of manifest error, be conclusive as to the Administrative Agent. Such wire transfer shall outstanding balance and/or other information related to Term Loan B. Upon request (which request may not be directed made more frequently than once per calendar quarter, Lender will provide to Borrowers copies of its books and records relevant to the Administrative Agent at the Administrative Agent’s Office and shall be in the form balance of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.B.

Term Loan B. (ai) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance Borrowing under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bii) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s 's Office and shall be in the form of same day funds Same Day Funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 4.01 and 5.024.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may shall be a Eurodollar Rate Segment, a single Base Rate Segment, or both; provided that (i) nothwithstanding anything subject to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower Date in accordance with a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow delivered on the date set forth in such Closing Date pursuant to Section 4.01(a) (or, if no Term Loan Interest Rate Selection notice any or all of Notice is so delivered on the amounts specified Closing Date, thereafter in such Term Loan Interest Rate Selection Noticeaccordance with Section 2.03).

Term Loan B. (a) Subject to At the terms and conditions request of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date made prior to the Term Loan B Maturity Commitment Termination Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shallagrees, subject to the terms and conditions of this Agreement, including without limitation to make a term loan (the satisfaction of all applicable conditions “Term Loan B”) to Borrower in Sections 5.01 and 5.02, be made available an amount up to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of lesser of: (i) the Term Loan B may Commitment; or (ii) the Maximum Term Loan B Amount. Term Loan B proceeds shall be a Eurodollar Rate Segment, a Base Rate Segmentdisbursed by the Lender solely for the purpose of paying, or both; provided that reimbursing Borrower for the payment of, Borrower’s Card Club Supply Costs. (ib) nothwithstanding anything In order to obtain Term Loan B proceeds, Borrower shall give written or telephonic notice to Lender, by not later than close of Lender’s business at least one (1) Business Day prior to the contrary date on which Borrower desires that Term Loan B proceeds be disbursed to Borrower. Each request for a disbursement of Term Loan B proceeds shall be in Section 2.03 the form of Exhibit D attached hereto. On the requested date but subject to the terms and conditions of this Agreement, Lender shall make Term Loan B proceeds available to Borrower by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) of Borrower at Lender. (c) The obligation of Lender to make Term Loan B shall terminate on the Term Loan B Commitment Termination Date. (d) Term Loan B shall be evidenced by, and payable in accordance with, the Term Note B made by Borrower payable to the order of Lender; subject, however, to the provisions of such Note to the effect that the principal amount payable thereunder at any time shall not exceed the then unpaid principal amount of Term Loan B made by Lender. Borrower hereby irrevocably authorizes Lender to make or otherwise, any Eurodollar Rate Segment cause to be a portion made, at or about the time on which the Term Loan B proceeds are advanced to the Borrower, an appropriate notation on the records of Lender, reflecting the initial Borrowing principal amount of the Term Loan B, and each Conversion Lender shall make or cause to be made, on or Continuation about the time of a Eurodollar Rate Segment made during the period receipt of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date payment of any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing principal of the Term Note B, an appropriate notation on its records reflecting such payment. The outstanding principal amount of Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow set forth on the date set forth in such Term Loan Interest Rate Selection notice any or all records of Lender shall be rebuttable presumptive evidence of the amounts specified in such principal amount owing and unpaid on the Term Loan Interest Rate Selection Notice.Note B.

Term Loan B. The Parties hereto hereby agree and acknowledge that the Borrower shall have the right to refinance all or a portion of Term Loan A-2 with the proceeds of a Term Loan B obtained from a group of institutional investors and/or other lenders (athe “Term Loan B Lenders”) Subject acceptable to Borrower and approved by the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that the Borrower elects to enter into a Term Loan B in accordance with this provision, then Term Loan B shall be considered to be a Loan outstanding under this Agreement that has, to the terms extent of such Term Loan B, refinanced and conditions taken the place of Term Loan A-2 hereunder, provided that (i) the Maturity Date applicable to such Term Loan B shall be at least six (6) months after the Maturity Date applicable to the Revolving Credit Loans under this Agreement, each (ii) the interest rate and amortization applicable to such Term Loan B Lender severally agrees shall be upon terms satisfactory to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B Lenders in their sole and absolute discretion; provided that such Term Loan B shall not be amortized in a manner which could reasonably be expected to have a Material Adverse Effect on the Lenders with Revolving Credit Commitments and Term Loan A Commitments, (iii) the amount of such Term Loan B shall not exceed the outstanding principal of (and all accrued and unpaid interest on) Term Loan A-2 at the time such Term Loan B is entered into, and in no event shall the sum of the Commitments of all Lenders under this Agreement plus the principal amount of such Term Loan B exceed $1,700,000,000 (iv) such Term Loan B shall be repayable as herein provided. No amount of secured by the Collateral on a pari passu basis with the Revolving Credit Loans and the Term Loan B repaid or prepaid by A Loans in the Borrower may be reborrowed hereunder, and no subsequent advance under the same manner as Term Loan A-2 immediately prior to entering into such Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be entitled to pro rata payment in the form of same day funds in Dollars. The amount so received by the manner as Term Loan A-2 immediately prior to entering into such Term Loan B, (v) L▇▇▇▇▇ Commercial Paper, Inc. or its Affiliate shall act as Administrative Agent shall, subject with respect to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion (vi) except as otherwise set forth herein, such Term Loan B shall otherwise be entitled to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segmentbenefits under this Agreement, and ending on shall be upon the date that is one week thereaftersame terms and conditions, as Term Loan A-2 under this Agreement as such exist immediately prior to Borrower entering into such Term Loan B, and (iivii) if the Borrower desires that any portion and the Administrative Agent shall be entitled, without the further consent of the initial Borrowing Lenders (notwithstanding any other provision of this Agreement to the contrary, including, without limitation, Section 9.02(b)), to amend this Agreement and any other Loan Documents as reasonably necessary to reflect the terms of such Term Loan B and the full or partial refinancing of Term Loan A-2 including, without limitation, to reflect that the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent Lenders shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or considered “Lenders” for all of the amounts specified in such Term Loan Interest Rate Selection Noticepurposes under this Agreement.

Term Loan B. (a) Subject The Company hereby unconditionally promises to pay to Agent for the terms and conditions account of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share the principal balance of the Term Loan B Advance as follows: (i) On demand after thirty (30) days notice ("Demand Notice Period") by the Agent to the Borrower Company, which first demand may be made thirty (30) days prior to the second anniversary of the Third Amendment Effective Date, with such payment to be made on the Closing first day of the first month following expiration of the Demand Notice Period ("Term Loan B Payment Date, and from the Closing Date ") in an amount equal to the Term Loan B Payment Amount. (ii) On the applicable Maturity Date, Convert the entire unpaid principal balance of the Term B Notes and Continue Segments from time all unpaid interest accrued thereon shall also be fully due and payable. Notwithstanding anything to time the contrary in accordance with this Agreement, amounts due under Section 2.3(a)(i) may, at the terms hereofoption of the Company, be made in common stock of the Company subject to the satisfaction of the conditions in the immediately following sentence. The principal amount When making any payment under Section 2.3(a)(i) using common stock of the Company, the value of each Segment such share of stock shall be determined based on the Volume-Weighted Average Price for such stock during the Term Loan B VWAP Measurement Period; provided, that no payment under Section 2.3(a)(i) may be made using common stock of the Company unless the following conditions have been satisfied: (A) the Company shall have given the Agent notice of its intention to make such payment using common stock, which notice shall be irrevocable, no later than three (3) Business Days prior to the Term Loan B Payment Date; (B) the Volume-Weighted Average Price for such stock shall not be less than $0.50 per share during the Term Loan B VWAP Measurement Period; (C) the common stock used for payment is exempt from registration pursuant to Section 4(2) or Regulation D of the Securities Act and may be resold pursuant to the requirements of Rule 144 of the Securities Act (subject to any applicable holding periods thereunder); and (D) the common stock used for payment shall be delivered to the Agent within five (5) days following the Term Loan B Payment Date ("Term B Stock Delivery Date"). By way of example only: if the Volume-Weighted Average Price for such stock for the Term Loan B VWAP Measurement Period is $2.00 per share and the Lenders have made demand that $1,000,000 of the Term Loan B outstanding hereunder from time Advance be repaid, the Company shall deliver 1,500,000 shares [$1,000,000 * 1.5 *$2.00 divided by $2.00]. In the event common stock satisfying the requirements in the immediately preceding sentence is not delivered on or before the Term B Stock Delivery Date after notice has been given by the Company pursuant to time clause (A) of such sentence and each of the other conditions set forth in clauses (B) and (C)_ above has been satisfied, any amounts unpaid as a result thereof shall bear interest and at the Term Loan B shall be repayable as herein provided. No amount interest rate determined pursuant to Section 2.6 plus two percent (2%) through the last day of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial month in which such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided hereinshares are delivered. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Notice.

Term Loan B. (ai) Subject to the terms and conditions of this Agreement, each Term Loan B Lender severally agrees to make an advance of its Pro Rata Term B Share of the Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the Term Loan B Maturity Date, Convert and Continue Segments from time to time in accordance with the terms hereof. The principal amount of each Segment of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (b) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to On the terms and subject to the conditions of set forth in this Agreement, make and provided there does not then exist a Default or an Event of Default, the Lender shall, immediately following the execution of that certain First Amendment to Amended and Restated Term Loan and Security Agreement dated as of June 30, 2004, by and between the Borrower and the Lender, extend in one (1) advance a term loan (the “Term Loan B”) to the Borrower in an aggregate principal amount of its Pro Rata Term B Share equal to Three Million Seven Hundred Thousand and No/100 Dollars ($3,700,000.00). The principal balance of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office amortized over a twenty (20) year period and shall be repaid in consecutive monthly installments as follows: Year l $84,000 $7,000.00 Year 2 $96,000 $8,000.00 Year 3 $108,000 $9,000.00 Year 4 $120,000 $10,000.00 Year 5 $132,000 $11,000.00 together with interest accrued thereon, each payable on the form first day of same each calendar month, commencing on the first day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer first month commencing with August 1, 2004, and otherwise in accordance with Section 2.4 hereof, with a final installment of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing aggregate unpaid principal balance of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Datetogether with interest accrued thereon, may only be for a period beginning payable on the date such Eurodollar Rate Segment is initially advanced, or Credit Termination Date. Monthly interest payments on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, Term Loan B shall be computed using the interest rate then in effect and ending based on the date that is one week thereafter, and (ii) if the Borrower desires that any portion outstanding principal balance of the initial Borrowing Term Loan B. Any amounts paid or applied to the principal balance of the Term Loan B (whether by mandatory prepayment or otherwise) may not be reborrowed hereunder. The Lender’s commitment hereunder to make the Term Loan B is advanced as a Eurodollar Rate Segmenthereinafter called the “Term Loan B Commitment”. Upon maturity, the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior to outstanding principal balance of the date that is then anticipated to be the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice with respect theretoB shall be immediately due and payable, together with any remaining accrued interest thereon, to Lender by Borrower. The Term Loan B shall be evidenced by a promissory note (hereinafter, as the same may be amended, modified or supplemented from time to time, and together with any renewals or extensions thereof or exchanges or substitutions therefor, called the “Term Loan B Note”), duly executed and delivered by the Borrower’s written acknowledgement , substantially in the form and substance satisfactory to the Administrative Agent that the provisions of Section 4.05 hereof shall apply to any failure by the Borrower to borrow on the date set forth in Exhibit A-3 attached hereto, with appropriate insertions, dated June 30, 2004, payable to the order of the Lender in the principal amount of Three Million Seven Hundred Thousand and No/100 Dollars ($3,700,000.00). THE PROVISIONS OF THE TERM LOAN B NOTE NOTWITHSTANDING, THE TERM LOAN B SHALL BECOME IMMEDIATELY DUE AND PAYABLE UPON THE EARLIEST TO OCCUR OF (X) THE STATED MATURITY DATE; (Y) THE ACCELERATION OF THE LIABILITIES PURSUANT TO SECTION 10.2 HEREOF; AND (Z) THE TERMINATION OF THIS AGREEMENT (WHETHER BY PREPAYMENT OR OTHERWISE) IN ACCORDANCE WITH ITS TERMS. (u) Section 2.2 of the Loan Agreement is hereby amended by (i) deleting the term “Term Loan” used throughout such section and replacing such term with “Term Loans” and (ii) deleting the term “Amended and Restated Term Loan Interest Rate Selection notice any or all Note” used throughout such section and replacing such term with “Term Loan Notes.” (v) Section 2.3 of the amounts specified in Loan Agreement is hereby amended by deleting the term “Term Loan” used throughout such section and replacing such term with “Term Loans.” (w) Section 2.4 of the Loan Agreement is hereby amended by (i) deleting the term “Term Loan” used throughout such section and replacing such term with “Term Loans” and (ii) deleting the term “Amended and Restated Term Loan Interest Rate Selection NoticeNote” used throughout such section and replacing such term with “Term Loan Notes.” (x) Section 2.5 of the Loan Agreement is hereby amended by deleting the term “Term Loan” used throughout such section and replacing such term with “Term Loans.” (y) Section 2.7 of the Loan Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

Term Loan B. Certain Lenders severally made advances to Borrower, as successor-in-interest to ASEN2, (ai) Subject on or about February 9, 2012 in the aggregate original principal amount equal to $20,000,000 and (ii) on or about July 23, 2012 in the aggregate original principal amount of $5,000,000 (collectively, "Term Loan B"), collectively evidenced by an Amended and Restated Secured Convertible Promissory Note dated July 23, 2012 in the aggregate principal amount of $25,000,000. As of the Closing Date, and notwithstanding the actual unpaid balance of Term Loan B immediately preceding the Closing Date, the outstanding balance of principal and capitalized interest on the Term Loan B shall be deemed to be $26,119,362.12 (it being understood that a $2,750,000 portion of the Term Loan B was forgiven on September 13, 2012), which is unconditionally owed by Borrower to Administrative Agent for the ratable benefit of the applicable Lenders in accordance with their respective Term Loan B Commitment Percentages, without offset, defense, or counterclaim of any kind, nature, or description whatsoever. For the avoidance of doubt, Term Loan B shall be deemed Advanced according to the terms Term Loan B Commitment Percentages of the applicable Lenders. Amounts repaid on Term Loan B may not be reborrowed. The entire outstanding principal balance of Term Loan B, together with all accrued and conditions unpaid interest, shall be due and payable in full on the Maturity Date, subject to acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement, each if not sooner paid, by Borrower. Term Loan B shall be evidenced by one or more secured promissory notes (individually and collectively, as the context may require, the “Term Loan B Note”) in substantially the form attached hereto as Exhibit B-2. If so requested by any Lender, Borrower shall execute and deliver to such Lender severally agrees a Term Loan B Note to make evidence such Lender’s Term Loan B Commitment of Term Loan B. The Borrower and the applicable Lenders hereby acknowledge and agree that, for United States income tax purposes, for an advance aggregate purchase price of its Pro Rata $25,358,604 (it being understood that the Term Loan B Share has been issued with original issue discount and that the aggregate original principal amount of the Term Loan B is $26,119,362.12), certain of the Lenders have made Term Loan B to the Borrower on the Closing Date, and from the Closing Date to the in accordance with their respective Term Loan B Maturity DateCommitment Percentages. Furthermore, Convert Borrower and Continue Segments from time to time in accordance with the terms hereof. The principal amount applicable Lenders hereby acknowledge and agree that the issue price (within the meaning of each Segment Section 1273(b) of the Term Loan B outstanding hereunder from time to time shall bear interest and the Term Loan B shall be repayable as herein provided. No amount of the Term Loan B repaid or prepaid by the Borrower may be reborrowed hereunder, and no subsequent advance under the Term Loan B Facility shall be allowed after the initial such advance of the Term Loan B on the Closing Date. Segments of the Term Loan B may be Base Rate Segments or Eurodollar Rate Segments at the Borrower’s election, as provided herein. (bInternal Revenue Code) Not later than 1:00 P.M. New York time, on the Closing Date, each Term Loan B Lender shall, pursuant to the terms and subject to the conditions of this Agreement, make the amount of its Pro Rata Term B Share of the Term Loan B available by wire transfer to the Administrative Agent. Such wire transfer shall be directed to the Administrative Agent at the Administrative Agent’s Office and shall be in the form of same day funds in Dollars. The amount so received by the Administrative Agent shall, subject to the terms and conditions of this Agreement, including without limitation the satisfaction of all applicable conditions in Sections 5.01 and 5.02, be made available to the Borrower by delivery of the proceeds thereof as shall be directed by the Responsible Officer of the Borrower and reasonably acceptable to the Administrative Agent. The initial Borrowing of the Term Loan B may be a Eurodollar Rate Segment, a Base Rate Segment, or both; provided that (i) nothwithstanding anything to the contrary in Section 2.03 or otherwise, any Eurodollar Rate Segment to be a portion of the initial Borrowing of the Term Loan B, and each Conversion to or Continuation of a Eurodollar Rate Segment made during the period of fourteen days after the Closing Date, may only be for a period beginning on the date such Eurodollar Rate Segment is initially advanced, or on the date any Segment is Continued as or Converted into a Eurodollar Rate Segment, and ending on the date that is one week thereafter, and (ii) if the Borrower desires that any portion of the initial Borrowing of the Term Loan B is advanced as a Eurodollar Rate Segment, determined pursuant to Section 1272-1275 of the Administrative Agent shall make such Borrowing as a Eurodollar Rate Segment only if, not later than three Business Days prior Code and the Treasury Regulations thereunder. The Borrower and the applicable Lenders agree to report all income tax matters with respect to the date that is then anticipated to be issuance of the Closing Date, the Administrative Agent has received from the Borrower a Term Loan Interest Rate Selection Notice B consistent with respect thereto, together with the Borrower’s written acknowledgement in form and substance satisfactory to the Administrative Agent that the provisions of this Section 4.05 hereof shall apply 1.1(a) unless otherwise required due to any failure by the Borrower to borrow on the date set forth a change in such Term Loan Interest Rate Selection notice any or all of the amounts specified in such Term Loan Interest Rate Selection Noticeapplicable law.