Common use of Term Loan Facility Clause in Contracts

Term Loan Facility. (a) On the Closing Date, upon the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forth, each Term Loan Lender severally agrees to make a Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on the Term Loan Maturity Date unless such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lender.

Term Loan Facility. (a) On the Closing DateBorrower Representative has furnished Agent a true, upon the terms correct and conditions set forth in this Agreement and in reliance upon the representations and warranties complete copy of the Borrower herein set forth, each Term Loan Lender severally agrees to make a Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans Loan Documents. No statement or representation made in the full amount any of the Aggregate Term Loan CommitmentDocuments by any Loan Party Obligor or, and Term Loans to any Borrower Representative 's knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time that are repaid may not be reborrowedsuch statement or representation is made. (b) As of the Closing Date, neither Ultimate Parent, Investment Corp. nor any of their respective direct or indirect Subsidiaries other than the Loan Party Obligors (i) are borrowers or guarantors of the Term Loans hereunder Loan Facility or (ii) have granted any Liens to the Term Loan Agent on any or their assets. Loan Party Obligors agree that, if after the Closing Date, Ultimate Parent, Investment Corp. or any of their respective direct or indirect Subsidiaries other than the Loan Party Obligors (i) become borrowers or guarantors in respect of the Term Loan Facility or (ii) grant any Liens to the Term Loan Agent, such Persons shall promptly agree to become Loan Party Obligors under this Agreement and grant Liens to the Lenders and the Agent in such assets of such Persons in which the Term Loan Agent are so granted a Lien (such assets, the “New Collateral”), in each case, subject to the lien priorities described below, on the same terms as such Persons become borrowers or guarantors and grant Liens in respect of the Term Loan Facility and in a manner consistent with the terms of the Intercreditor Agreement; provided, that, for the avoidance of doubt, the obligations of the Loan Party Obligors under this sentence shall be made ratably by deemed satisfied if (x) the several Liens granted to the Agent and the Lenders in all such New Collateral are subordinated to the Liens granted to the Term Loan Agent in respect of such New Collateral in a manner consistent with the Intercreditor Agreement and (y) the priority of the Liens granted to the Term Loan Agent, the Agent and the Lenders in accordance such New Collateral are consistent with their respective the lien priorities set forth in the Intercreditor Agreement as though all such New Collateral were deemed “Term Loan Pro Rata SharesPriority Collateral” under the Intercreditor Agreement. (c) All Term For all purposes of the Loan Obligations shall be due Agreement, the other Loan Documents and payable the Intercreditor Agreement (including, without limitation, Section 10.1(l) of the Loan Agreement), Agent and the Lenders hereby (i) acknowledge the entry by the Borrower on Obligors, the Term Loan Maturity Date unless such Agent, Ultimate Parent and Investment Corp. into that certain Side Letter Agreement, dated as of March 15, 2019 (the “Term Loan Obligations Side Letter Agreement”), (ii) acknowledge the potential consummation of each of the transactions contemplated by the Term Loan Side Letter Agreement at a future date, and (iii) acknowledge that the Obligors shall sooner become due not be required to comply with the provisions of Section 7.24(b) of this Agreement in connection with any of the matters or transactions described in the Term Loan Side Letter Agreement until, if ever, such transactions are consummated, and payable pursuant to if so, in a manner consistent with the last sentence of Section 8.01 or as otherwise provided in this 7.24(b) and the Intercreditor Agreement. (d) Each Borrowing under The provisions of the Intercreditor Agreement are enforceable against the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting Agent each holder of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR LoansObligations. Each type of Term Loan shall be made Party Obligor acknowledges that Agent is entering into this Agreement and maintained at extending credit and making the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on Loans in reliance upon the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan LenderIntercreditor Agreement and this Section 7.24.

Term Loan Facility. (ai) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthhereof, each Term Loan Lender severally agrees to make a term loan (collectively, the “Term Loan to Loans”) on the Closing Date or such other date selected by Borrower and approved by Agent in the full amount its sole discretion. The obligations of each Lender hereunder shall be several and not joint. If requested by any Lender, each such Term Loan shall be evidenced by a promissory note substantially in the form of Exhibit 2.1(a)(i) (each a “Term Note” and collectively the “Term Notes”), and, except as provided in Section 2.10, Borrower shall execute and deliver the Term Note to the applicable Lender. Each Term Note shall represent the obligation of Borrower to pay the applicable Lender’s Term Loan Commitment. , together with interest thereon as prescribed in Section 2.5. (ii) The Term Loan Commitments shall terminate upon the advance aggregate outstanding principal balance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. Except for the making of the Term Loan Maturity Date unless such Loans as set forth in Section 2.1(a)(i), Borrower shall have no right to request and Lenders shall have no obligation to make any additional loans or advances to Borrower under Section 2.1(a)(i) and any repayments of the Term Loan Obligations Loans shall sooner become due and payable pursuant not be subject to Section 8.01 any readvance to or as otherwise provided in this Agreementreborrowing by Borrower. (diii) Each Borrowing under [intentionally omitted]. (iv) The Term Loans of each Lender shall mature and be repaid in consecutive quarterly installments (each, other than the final such installment, which shall be due on the Commitment Termination Date, a “Term Loan Facility shall be Installment”), with the first Term Loan Installment due on the last day of the first full Fiscal Quarter after the Closing Date in an amount not less than One Million Dollars equal to ($1,000,000x) for the aggregate principal amount of Term Loan Commitment, multiplied by (y) 0.25%, and with a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) final installment due on the Commitment Termination Date in an amount equal to the case of a Borrowing consisting of ABR Loans and, in either case, if in excess remaining unpaid principal balance of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan. Each Borrowing under such payment shall be allocated to the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Lenders based on their Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lender.

Term Loan Facility. (a) On the Closing Date. Each Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 10, 2011, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 10, 2011, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 10, if 2011, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to May 31, 2019, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on May 31, 2019, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 31, if 2019, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 12, 2009, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 12, 2009, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 12, if 2009, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 8, 2012, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 8, 2012, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 8, if 2012, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to May 29, 2020, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on May 29, 2020, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 29, if 2020, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 3, 2016, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 3, 2016, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit NYDOCS01/1613908 13 minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 3, if 2016, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 6, 2014, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 6, 2014, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 6, if 2014, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (aA) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement (including, without limitation, the conditions precedent set forth in Subsections 4.1 and in reliance 4.2), on the Closing Date, upon the representations and warranties request of the Borrower herein set forthBorrower, each Term Loan Lender shall, severally agrees in proportion to its Proportionate Share of $18,000,000, make a term loan to Borrower (collectively, the "Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan CommitmentLoans"). The Term Loan Commitments Loans advanced by each Lender shall terminate be evidenced, in part, by a promissory note made by Borrower in favor of such Lender (each, a "Term Note") in the form attached hereto as Exhibit B with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, shall become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the advance termination of this Agreement pursuant to Subsections 2.14 or 2.20(E) hereof. (B) Each of the Term Loans in the full shall consist of one or more Type of Advance as duly requested by Borrower pursuant to this Agreement. Borrower shall use its best efforts to maintain a sufficient amount of Floating Rate Advances so that the Aggregate Term Loan Commitment, and making of payments on the Term Loans that are repaid may in accordance with the terms of this Agreement will not be reborrowednecessitate a payment of a Eurodollar Advance on a day other than the last day of the Interest Period applicable thereto. (bC) Subject to Subsections 9.1, 2.14 and 2.20(E), the Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall mature and be due and payable by the Borrower on the Term Loan Maturity Date unless such Term Loan Obligations Termination Date. Borrower shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under prepay the Term Loan Facility Loans as set forth in Subsection 2.6 and, subject to Subsections 2.4(E) and 2.20(C), Borrower may prepay the Term Loans, in whole or in part, together with payment of all accrued interest on the principal amount to be prepaid upon five (5) Business Days prior written notice to Agent and Lenders; provided, however, that each such optional prepayment if in part shall be in an aggregate principal amount of not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in 250,000 or an integral multiples of One Hundred Thousand Dollars ($100,000)multiple thereof. Each Borrowing under All payments on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at on a pro rata basis for the applicable account of Lenders pursuant to their respective Term Loan Lender’s Lending Office for such type of LoanProportionate Shares. The failure No portion of any Term Loan Lender to make any requested Term Loan to that has been repaid may be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderreborrowed.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 15, 2007, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 15, 2007, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 15, if 2007, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (ai) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthhereof, each Term Loan Lender severally agrees to make available, from time to time, from the Closing Date until October 15, 1999 (the "Commencement Date"), for Borrower's use and upon the request of Borrower therefor to Agent, term loans in minimum $10,000,000 increments (each a "Term Loan to Advance"; collectively, the Borrower in "Term Loan"). The Pro Rata Share of the full amount of such Term Loan Lender’s of any Term Lender shall not exceed its separate Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance aggregate principal amount of the Term Loans Loan outstanding shall not exceed at any time the Term Loan Commitment. (ii) Borrower shall give Agent (which shall promptly notify Term Lenders) notice of each borrowing hereunder as provided in Section 1.1(b)(iii) and, subject to Section 9.11, on the full date specified for such borrowing each Term Lender shall make available the amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on the Term Loan Maturity Date unless such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan Advance to be made by it on such date to Agent to such account of Agent as Agent may designate, in immediately available funds, for the date specified for account of Borrower. (iii) Each notice of a borrowing of a Term Loan Advance shall be given in writing (by telecopy, hand delivery, or U.S. mail) by Borrower to Agent at its address at 000 Xxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxx 00000-0000, Attention: Portfolio Analyst, Telephone No. (000) 000-0000, Telecopy No. (203) 316-7817, given no later than 11:00 a.m. (New York City time) on the Business Day of the proposed Term Loan Advance. Each such notice of borrowing (a "Notice of Term Loan Advance") shall be substantially in the form of Exhibit A-2, specifying therein the requested date, the amount of such Term Loan, the Type or Types of advance comprising such Term Loan shall not relieve any other Term Loan Lender Advance and the amount of its obligation (if any) to make each such Type, and the LIBO Rate Period for each such Term Loan on such date, but no Advance which is a LIBO Rate Loan. Each Term Loan Lender (or other Lender) Advance shall be deemed to be an Index Rate Loan unless otherwise specified by Borrower in the Notice of Term Loan Advance delivered to Agent in relation to such Revolving Advance in accordance with the procedures and time set forth in this Section 1.1(b)(iii). Agent and Lenders shall be entitled to rely upon and shall be fully protected under this Agreement in relying upon any Notice of Term Loan Advance believed by Agent to be genuine and to assume that the persons executing and delivering the same were duly authorized unless the responsible individual acting thereon for Agent shall have actual knowledge to the contrary. Each LIBO Rate Loan shall be in a minimum amount of at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (iv) The Term Loan shall be evidenced by promissory notes substantially in the form of Exhibit C-2, and Borrower shall execute and deliver a Term Note to each Term Lender. Each Term Note shall represent the obligation of Borrower to pay the amount of the applicable Term Lender's Term Loan Commitment, together with interest thereon as prescribed in Section 1.4. (v) Borrower shall pay the principal amount of the Term Loan in twenty (20) consecutive quarterly installments on the first Business Day of January, April, July and October of each year, commencing January 2, 2000, and in the percentage amounts of the aggregate principal amount of the Term Loan outstanding on the Commencement Date (such aggregate being the "Aggregate Term Amount"), as follows: Installment Amount (Percentage of Aggregate Term Amount Payment Date on Commencement Date) ------------ --------------------- January 2, 2000 1.67% April 1, 2000 1.67% July 1, 2000 1.67% October 1, 2000 1.67% January 2, 2001 3.33% April 1, 2001 3.33% July 1, 2001 3.33% October 1, 2001 3.33% January 2, 2002 5.00% April 1, 2002 5.00% July 1, 2002 5.00% 80 October 1, 2002 5.00% January 2, 2003 6.67% April 1, 2003 6.67% July 1, 2003 6.67% October 1, 2003 6.67% January 2, 2004 8.33% April 1, 2004 8.33% July 1, 2004 8.33% October 1, 2004 Balance Notwithstanding the foregoing, the aggregate outstanding principal balance of the Term Loan shall be due and payable in full in immediately available funds on the Commitment Termination Date, if not sooner paid in full. (vi) Each scheduled payment and each prepayment of principal with respect to the Term Loan shall be paid to Agent for the failure ratable benefit of any other each Term Lender, ratably in proportion to and in reduction of each such Term Lender's respective Term Loan Lender to make such Commitment. (vii) Additional Term Lenders may become parties hereto and existing Term Lenders may increase their Term Loan Commitments in each case with the consent of the Agent and, so long as no Event of Default has occurred and is continuing, Borrower, which consent of Borrower shall not be unreasonably withheld, denied or delayed, from time to be made by such other time until the first to occur of: (x) November 1, 1999 or (y) until the aggregate Term Loan LenderCommitments of all Term Lenders equals $75,000,000. Each Term Lender shall have and maintain a Term Loan Commitment of at least $5,000,000.

Term Loan Facility. (a) On Each of the Closing Dateparties hereto hereby acknowledges -------------------- and agrees that the Lender's commitments to make Term Loan A, upon Term Loan E and Term Loan F pursuant to the Existing Credit Agreement have been fully funded. Subject to the terms and conditions set forth in this Agreement and in reliance upon hereof, the representations and warranties of the Borrower herein set forth, each Lender hereby agrees to consolidate Term Loan Lender severally agrees to make a A, Term Loan E and Term Loan F into a single term loan (referred to herein as the Borrower "Embraer Term Loan"). The Embraer Term Loan shall be ----------------- in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full principal amount of the Aggregate lesser of (a) the Embraer Term Loan Commitment, Facility on such date and (b) the Embraer Term Loans that are repaid may not be reborrowedLoan Borrowing Base on such date. (b) Subject to the terms and conditions hereof, on the Eleventh Amendment Effective Date the Lender agrees to make an additional discretionary advance under the Embraer Term Loans hereunder Loan in an amount equal to $4,593,000.00 (such additional advance, together with all amounts previously advanced in connection with the Embraer Term Loan and, together with all advances made in connection with the substitution of Term Loan Aircraft or Term Loan Engines pursuant to Section 2.5 hereof, shall be made ratably by included as part of the several Embraer Term Loan). The Embraer Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due stated to mature in the installments and amounts payable by the Borrower on the dates set forth in Schedule 2.3(a) hereto, and bear interest on the unpaid ---------------- principal amount thereof at the applicable interest rates per annum specified in Section 3.1 it being understood and agreed that notwithstanding anything to the contrary in said Schedule 2.3(a), if the Termination Date shall occur prior to --------------- the final maturity date set forth therein, then all amounts owing under the Embraer Term Loan Maturity Date unless such Term Loan Obligations Loan, including accrued interest, shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under on such Termination Date. All payments of principal thereof shall reduce the Embraer Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for on a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderdollar-for-dollar basis."

Term Loan Facility. (a) On the Closing Date, upon the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the The Borrower herein set forth, each Term Loan Lender severally agrees from time to make a Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow ------------------ under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 25, 1999, for a term not to exceed 364 days from the date of the borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the amount of $1,000,000 or an integral multiple thereof and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in the amount of the Credit minus the aggregate outstanding principal amount of Advances and Term Loans made ----- by the Bank; provided, however, that to the extent the proceeds of a Term Loan -------- ------- are used to repay an outstanding Advance (or a portion thereof), such Advance (or portion thereof) shall not be considered part of the aggregate principal amount not less than One Million Dollars of outstanding Advances made by the Bank for purposes of this sentence ($1,000,000) for a Borrowing consisting such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of LIBOR Term Loans and Five Hundred Thousand Dollars Advances made by the Bank exceed the Credit, and under no circumstances shall the Bank be obligated ($500,000i) in to make any Term Loan (nor may the case of a Borrowing consisting of ABR Loans andBorrower reborrow any amount heretofore prepaid) after June 25, in either case1999, if or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice -------- ------- for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a new Notice of its obligation (if any) Interest Period pursuant to make such Term Loan on such dateParagraphs 2.3, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lender2.4 and 2.5 hereof.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 11, 2010, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 11, 2010, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 11, if 2010, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 13, 2008, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 13, 2008, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 13, if 2008, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 20, 2003, in an aggregate amount not to exceed such Lender's Pro Rata Share of the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 20, 2003, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 20, if 2003, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a1) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement and in reliance upon Agreement, Bank agrees to loan to Borrower on the representations and warranties Closing Date the Maximum Term Loan Amount (the “Term Loan”); provided, however, that the aggregate amount of the Borrower herein set forth, each Term Loan Lender severally agrees shall never exceed the Maximum Term Loan Amount. Any principal balance of the Term Loan outstanding at any time in excess of the foregoing limits shall be immediately due and payable by Borrower whether or not a Default or Event of Default has occurred or is continuing without the necessity of any demand and shall be paid in the manner specified in this Agreement. The Term Loan is not a revolving credit facility and may not be drawn, repaid and redrawn. The proceeds of the Term Loan shall be used by Borrower to make pay a portion of the purchase price contemplated in the Acquisition Agreement. Any repayments of principal on the Term Loan shall be applied to permanently reduce the Term Loan and the Maximum Term Loan Amount. The Term Loan shall be evidenced by a term promissory note, substantially in the form of Exhibit C hereto, payable to the order of Bank in the principal amount of the Maximum Term Loan Amount, duly executed and delivered by Borrower (the “Term Note”). The Term Note shall evidence the aggregate indebtedness of Borrower to Bank under the Term Loan. Bank hereby is authorized, but is not obligated, to enter the amount of outstanding principal of the Term Loan and the amount of each payment or prepayment of principal and interest thereon on the reverse of or on an attachment to the Term Note. On the Closing Date, Borrower irrevocably authorizes Bank to disburse the proceeds of the Term Loan to the applicable account(s) of Borrower set forth on Schedule 2.a(4), in all cases for credit to Borrower (or to such other account as to which the full Borrower shall instruct Bank in writing) via Federal funds wire transfer. (2) The principal amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in Loan and interest on the full amount outstanding principal balance of the Aggregate Term Loan Commitment, under the Term Note shall accrue and be payable in accordance with-the terms of the Term Loans that are repaid may not be reborrowedNote. (b3) All accrued and unpaid interest on the Term Loans Note, all fees and other amounts owed hereunder and all other outstanding Obligations related thereto shall be made ratably by payable on the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata SharesMaturity Date. (c4) All Term Loan Obligations shall Advances under the Revolving Credit Facility may be due made automatically for the payment of interest on and payable by the Borrower on scheduled principal of the Term Loan Maturity Date unless such Term Loan Note and the Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified when due to the extent available and as provided for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderherein.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to May 28, 2021, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on May 28, 2021, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after May 28, if 2021, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (aA) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement and the Original Agreement, on the Closing Date (as defined in reliance upon the representations and warranties Original Agreement), each of the Borrower herein set forth, each Term Loan Lender severally agrees to make Lenders that was then a Term Loan party to the Borrower Original Agreement made, severally in proportion to its Proportionate Share of $15,000,000, a term loan to Rail (collectively, the full amount of such "Term Loan Lender’s Term Loan CommitmentLoans"). The Term Loan Commitments Loans advanced by each Lender are evidenced, in part, by a promissory note made by Rail in favor of such Lender (each, a "Term Note") substantially in the form attached hereto as Exhibit A-1 with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, are subject to the terms and conditions set forth herein and shall terminate become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the advance termination of this Agreement pursuant to Subsections 2.15 or 2.21(E) hereof. (B) Each of the Term Loans in shall consist of one or more Base Rate Advances or LIBOR Rate Advances (the full "Type of Advance"), as duly requested by Rail pursuant to this Agreement. Rail shall maintain a sufficient amount of Base Rate Advances so that the Aggregate Term Loan Commitment, and making of payments on the Term Loans that are repaid may in accordance with the terms of this Agreement will not be reborrowednecessitate a payment of a LIBOR Rate Advance on a day other than the last day of the Interest Period applicable thereto. (bC) Subject to Subsections 9.1, 2.15 and 2.21(E), the Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall mature and be due and payable by on March 31, 2000. Subject to Subsections 2.5(E) and 2.21(C), Rail may prepay the Borrower Term Loans, in whole or in part, together with payment of all accrued interest on the Term Loan Maturity Date unless principal amount to be prepaid upon five (5) Business Days prior written notice to Agent and the Lenders; provided, however, that each such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided prepayment if in this Agreement. (d) Each Borrowing under the Term Loan Facility part shall be in an aggregate principal amount of not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in 1,000,000 or an integral multiples of One Hundred Thousand Dollars ($100,000)multiple thereof. Each Borrowing under All payments on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at on a pro rata basis for the applicable account of the Lenders pursuant to their respective Term Loan Lender’s Lending Office for such type of LoanProportionate Shares. The failure No portion of any Term Loan Lender to make any requested Term Loan to that has been repaid may be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderreborrowed.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 18, 2004, in an aggregate amount not to exceed such Lender's Pro Rata Share of the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 18, 2004, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 18, if 2004, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 7, 2013, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 7, 2013, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 7, if 2013, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (aA) On the Closing Date, upon Subject to the terms and conditions set forth in this Agreement (including, without limitation, the conditions precedent set forth in Subsections 4.1 and in reliance 4.2), on the Closing Date, upon the representations and warranties request of the Borrower herein set forthBorrower, each Term Loan Lender shall, severally agrees in proportion to its Proportionate Share of $15,500,000, make a term loan to Borrower (collectively, the "Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan CommitmentLoans"). The Term Loan Commitments Loans advanced by each Lender shall terminate be evidenced, in part, by a promissory note made by Borrower in favor of such Lender (each, a "Term Note") in the form attached hereto as Exhibit 2.1 with the blanks appropriately filled and, the provisions of any Term Note notwithstanding, shall become immediately due and payable as provided in Subsection 9.1 hereof, and, without notice or demand, upon the advance termination of this Agreement pursuant to Subsections 2.14 or 2.20(E) hereof. (B) Each of the Term Loans in shall consist of one or more Base Rate Advances or LIBOR Rate Advances (the full "Type of Advance"), as duly requested by Borrower pursuant to this Agreement. Borrower shall maintain a sufficient amount of Base Rate Advances so that the Aggregate Term Loan Commitment, and making of payments on the Term Loans that are repaid may in accordance with the terms of this Agreement will not be reborrowednecessitate a payment of a LIBOR Rate Advance on a day other than the last day of the Interest Period applicable thereto. (bC) Subject to Subsections 9.1, 2.14 and 2.20(E), the Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall mature and be due and payable by on May 1, 2005. Borrower shall prepay the Term Loans as set forth in Subsection 2.6 and, subject to Subsections 2.4(E) and 2.20(C), Borrower may prepay the Term Loans, in whole or in part, together with payment of all accrued interest on the Term Loan Maturity Date unless principal amount to be prepaid upon five (5) Business Days prior written notice to Agent and Lenders; provided, however, that each such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided optional prepayment if in this Agreement. (d) Each Borrowing under the Term Loan Facility part shall be in an aggregate principal amount of not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either case, if in excess of the specified amount, in 250,000 or an integral multiples of One Hundred Thousand Dollars ($100,000)multiple thereof. Each Borrowing under All payments on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at on a pro rata basis for the applicable account of Lenders pursuant to their respective Term Loan Lender’s Lending Office for such type of LoanProportionate Shares. The failure No portion of any Term Loan Lender to make any requested Term Loan to that has been repaid may be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderreborrowed.

Term Loan Facility. (a) On the Closing Date, upon the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the The Borrower herein set forth, each Term Loan Lender severally agrees from time to make a Term Loan to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 26, 1998, for a term not to exceed 364 days from the date of the borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the amount of $1,000,000 or an integral multiple thereof and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in the amount of the Credit minus the aggregate outstanding principal amount of Advances and Term Loans made by the Bank; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Advance (or a portion thereof), such Advance (or portion thereof) shall not be considered part of the aggregate principal amount not less than One Million Dollars of outstanding Advances made by the Bank for purposes of this sentence ($1,000,000) for a Borrowing consisting such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of LIBOR Term Loans and Five Hundred Thousand Dollars Advances made by the Bank exceed the Credit, and under no circumstances shall the Bank be obligated ($500,000i) in to make any Term Loan (nor may the case of a Borrowing consisting of ABR Loans andBorrower reborrow any amount heretofore prepaid) after June 26, in either case1998, if or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a new Notice of Interest Period pursuant to Paragraphs 2.3, 2.4 and 2.5 hereof. The obligation of the Borrower to repay the aggregate unpaid principal amount of the Term Loans shall be evidenced by a promissory note of the Borrower (the "Term Note") in substantially the form attached hereto as Exhibit A-2, with the blanks appropriately completed, payable to the order of the Bank, bearing interest as hereinafter specified. The Term Note shall be dated, and shall be delivered to the Bank, on the date of the execution and delivery of this Agreement by the Borrower. The Bank shall, and is hereby authorized by the Borrower to, endorse on the schedule contained on the Term Note, or on a continuation of such schedule attached thereto and made a part thereof, appropriate notations regarding the Term Loans evidenced by the Term Note as specifically provided therein; provided, however, that the failure to make, or error in making, any such notation shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office for such type of Loan. The failure of any Term Loan Lender to make any requested Term Loan to be made by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender of its obligation (if any) to make such Term Loan on such date, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan LenderNote.

Term Loan Facility. (a) On The Lenders agree, severally in accordance with their respective Commitment Ratios with respect to the Closing DateTerm Loan Commitment and not jointly, upon the terms and subject to the conditions set forth in of this Agreement, to advance $38,000,000 of the Term Loan on the Agreement Date, to make the Supplemental Term Loan on or after the effective date of the Fourth Amendment to this Agreement and in reliance upon to make the representations and warranties CCI Term Loan on or after the effective date of the Borrower herein set forth, each Term Loan Lender severally agrees Fifth Amendment to make a Term Loan this Agreement. Subject to the Borrower in the full amount of such Term Loan Lender’s Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance terms hereof, Advances of the Term Loans Loan may be repaid and then reborrowed as provided in Sections 2.2(b)(ii) and 2.2(c)(ii) hereof so as to change the Interest Rate Basis or Interest Periods for Advances then outstanding; provided, however, that there shall be no increase in the full principal amount of the Aggregate Term Loan Commitmentoutstanding after the Agreement Date (other than the increase in the principal amount of the Term Loan pursuant to the Supplemental Term Loan and the CCI Term Loan). Notwithstanding the foregoing, and Term Loans that are repaid may not be reborrowed. (b) Term Loans hereunder no Advance shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on the Term Loan Maturity Date unless such Term Loan Obligations shall sooner become due and payable pursuant to Section 8.01 or as otherwise provided in this Agreement. (d) Each Borrowing under the Term Loan Facility shall be in an amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR Loans and Five Hundred Thousand Dollars ($500,000) in the case of a Borrowing consisting of ABR Loans and, in either caseCommitment which, if in excess of made, would cause the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000). Each Borrowing aggregate principal amount outstanding under the Term Loan Facility shall consist Commitment to exceed $47,000,000 unless the proceeds of such Advance are disbursed into a Term Loan made restricted account satisfactory to the Borrower maintained with the Administrative Agent or Xxxxxx Trust Company of New York and may not be withdrawn by each Term Loan Lender in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and Borrower (other than to transfer funds from a restricted account maintained at the applicable Term Loan Lender’s Lending Office Administrative Agent to a restricted account maintained at Xxxxxx Trust Company of New York or vice versa, or to repay or prepay Loans outstanding hereunder) except upon written confirmation by the Administrative Agent to (i) Xxxxxx Trust Company of New York if it then holds such proceeds or (ii) the Borrower if the Administrative Agent then holds such proceeds, of the Administrative Agent's receipt of (1) a certificate of an Authorized Signatory stating that either (A) such proceeds shall be immediately applied to pay the cash purchase price for the Borrower's (or one of its wholly-owned Subsidiaries') acquisition of one (1) or more of the issued and outstanding shares of capital stock of CCI (exclusive of the shares of capital stock of CCI owned by the Borrower or any of its wholly-owned Subsidiares immediately prior to such acquisition) or (B) the Borrower or one of its wholly-owned Subsidiaries has already acquired not less than a majority of the shares of the issued and outstanding capital stock of CCI and that such proceeds shall be used by the Borrower for working capital purposes, which certificate shall be substantially in the form of Exhibit A to the Fifth Amendment to this Agreement, and (2), with respect to any purchase of shares of the capital stock of CCI pursuant to the tender offer for such type shares by Xxxxxxx Acquisition Corp., a certificate of Loan. The failure Xxxxxx Trust Company of New York, in its capacity as the depositary for Xxxxxxx Acquisition Corp. in such transaction, as to the aggregate number of shares of the capital stock of CCI which have been tendered for purchase by the Borrower or any Term Loan Lender to make any requested Term Loan to be made such Subsidiary by it on the date specified for such Term Loan shall not relieve any other Term Loan Lender shareholders of its obligation (if any) to make such Term Loan on such dateCCI, but no Term Loan Lender (or other Lender) which certificate shall be responsible for substantially in the failure form of any other Term Loan Lender Exhibit B to make such Term Loan the Fifth Amendment to be made by such other Term Loan Lenderthis Agreement."

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 1, 2018, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 1, 2018, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a “Term Loan”) shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 1, if 2018, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.

Term Loan Facility. (a) On the Closing DateEach Lender severally agrees, upon on the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Borrower herein set forthherein, each Term Loan Lender severally agrees to make a Term Loan Loans to the Borrower during the period from the Closing Date to June 5, 2015, in the full an aggregate amount of not to exceed such Term Loan Lender’s Pro Rata Share of the Term Loan Commitment. The Term Loan Commitments shall terminate upon the advance of the Term Loans in the full amount of the Aggregate Term Loan Commitment, and Term Loans that are repaid Borrower from time to time may not be reborrowed. (b) Term Loans hereunder shall be made ratably by the several Term Loan Lenders in accordance with their respective Term Loan Pro Rata Shares. (c) All Term Loan Obligations shall be due and payable by the Borrower on borrow under the Term Loan Maturity Date unless Facility (and may reborrow any amount theretofore prepaid) until close of business on June 5, 2015, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Obligations Facility (a "Term Loan") shall sooner be in the minimum amount of $10,000,000 and shall become due and payable pursuant to Section 8.01 or as otherwise provided on the last day of the term selected by the Borrower for such Term Loan (the "Term Loan Maturity Date"), which shall in this Agreement. (d) Each Borrowing no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be in an the amount not less than One Million Dollars ($1,000,000) for a Borrowing consisting of LIBOR the Credit minus the aggregate outstanding principal amount of Revolving Loans and Five Hundred Thousand Dollars ($500,000) in Term Loans made by the case Lenders; provided, however, that to the extent the proceeds of a Borrowing consisting Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of ABR the aggregate principal amount of outstanding Revolving Loans andmade by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the "Term Loan Availability"). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, in either caseand under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 5, if 2015, or (ii) to make any Term Loan in excess of the specified amount, in integral multiples of One Hundred Thousand Dollars ($100,000)Term Loan Availability. Each Borrowing under Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Facility shall consist of a Term Loan made by each Term Loan Lender Maturity Date specified in the proportion of its Term Loan Pro Rata Share. On such terms and conditions, Term Loans may be outstanding as ABR Loans or LIBOR Loans. Each type of Term Loan shall be made and maintained at the applicable Term Loan Lender’s Lending Office Borrowing Advice for such type of Term Loan. The failure of ; provided, however, that to the extent the Borrowing Advice for any Term Loan Lender to make any requested selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to be made by it on time select additional interest rate options and Interest Periods (none of which shall extend beyond the date specified Term Loan Maturity Date for such Term Loan shall not relieve any other Term Loan Lender Loan) by delivering a Borrowing Advice or Notice of its obligation (if any) to make such Term Loan on such dateConversion/Continuation, but no Term Loan Lender (or other Lender) shall be responsible for the failure of any other Term Loan Lender to make such Term Loan to be made by such other Term Loan Lenderas applicable.