Common use of The B Advances Clause in Contracts

The B Advances. (a) Each Lender severally agrees that either Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof Effective Date until the earlier of (I) the Termination Date or (II) the date occurring falling 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Administrative Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 C hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) the Stated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts amount may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent or an Affiliate thereof in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article 3. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 3 and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made a B Advance, or each other holder of a Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the Note, if any, evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the Note, if any, evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the Note, if any, evidencing such B Advance, subject to Section 2.06(b). (e) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Administrative Agent for its own account such fee as may be agreed between the Borrower and the Administrative Agent from time to time, whether or not any B Borrowing is in fact made. (f) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a). (g) The failure of any Lender to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the B Advance to be made by such other Lender on the date of any B Borrowing. If any Designated Bidder fails to make the B Advance to be made by it as part of any B Borrowing, such Designated Bidder shall not thereafter have the right to offer to make any B Advance without the prior written consent of the Borrower and the Administrative Agent.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances . The following procedures shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.apply: (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) ): (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (such Borrowing, a "Fixed Rate B Borrowing") and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themthem (such Borrowing, a "Specified Basis B Borrowing"). A Simultaneously with each such request, the Borrower may not select shall pay to the Administrative Agent, for the Administrative Agent's account, a maturity date for any B Borrowing which ends after non-refundable fee in the latest Commitment Termination Date amount heretofore agreed between the Borrower and the Administrative Agent. Promptly following the Administrative Agent's receipt of any Lender then such request and the fee referred to in effect. The the preceding sentence, the Administrative Agent shall in turn promptly notify each Lender of each such request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers the Borrower at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex telecopier or cabledelivery, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Company and any Borrowing Subsidiary may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount (determined in Dollars) of the Advances and Letter of Credit Obligations then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), . (b) The procedures for the solicitation and (2) the aggregate amount acceptance of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be denominated in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.Dollars are set forth below: (i) Either Borrower The Company (on behalf of itself or any Borrowing Subsidiary) may request a B Borrowing denominated in Dollars under this Section 2.03 2.03(b) by delivering to the Agent, by telecopier, telex or cable, confirmed immediately Agent in writing, a notice of manner specified in Section 9.02 a B Borrowing (a "Notice of B Borrowing"), in substantially identifying the form of Exhibit A-2 hereto, applicable Borrower and specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 15 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum (such type of solicitation being a “Fixed Rate Auction”) and (B) at least four three Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the an index or other basis to be used by the Lenders Banks in determining the rates of interest to be offered by themthem (such type of solicitation being an “Indexed Rate Auction”). A Borrower may not select a maturity date for any The Company shall, in addition, certify in each Notice of B Borrowing which ends after the latest Commitment Termination Date of any Lender Credit Ratings, if any, then in effect. The Agent shall in turn shall, promptly following its receipt of a Notice of B Borrowing under this Section 2.03(b), notify each Lender Bank of each such request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related such Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Company), before 10:00 A.M. (New York City time) (A) on the date of such Borrowerproposed B Borrowing, in the case of a Fixed Rate Auction, and (B) two Business Days before the date of such proposed B Borrowing, in the case of an Indexed Rate Auction, of the minimum amount and maximum amount of each B Advance which such Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of Section 2.03(a), exceed such Bank’s Commitment), the rate or rates of interest therefor and such Bank’s Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Banks. (iii) The Company shall, in turn, before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Fixed Rate Auction, and (B) three two Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveIndexed Rate Auction, either:

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Company may make B Borrowings under this Section 2.03 2.05 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; , provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderBanks. (a) (i) Either Borrower The Company may request a B Borrowing under this Section 2.03 2.05 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier later than the Termination Date but may otherwise be from 14 to 180 days following the date occurring 14 days after of such B Advance if the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Banks shall be fixed rates per annum (a "Fixed Rate Borrowing") and either 1, 2, 3, or 6 months from the date of such B Borrowing or later than if the date occurring 180 days after the date of such B Borrowing, and (y) Company shall specify in the case Notice of any other B Borrowing may not be earlier than the date occurring 30 days after the date of that such B Borrowing or later than the date occurring 180 days after the date is to be a Borrowing consisting of such Eurodollar Rate B Advances (a "Eurodollar Rate B Borrowing")), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. a.m. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, Borrowing if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest such B Borrowing is to be offered by the Lenders shall be fixed rates per annum a Fixed Rate Borrowing and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the basis that such B Borrowing is to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any Eurodollar Rate B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectBorrowing. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender Bank a copy of the related Notice of B Borrowing. (a) (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower the Company as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretiondiscretion (such rate of interest to be a fixed rate if the Company requested Fixed Rate Advances, or a margin over the Eurodollar Rate if the Company requested Eurodollar Rate B Advances), by notifying the Agent (which shall give prompt notice thereof to such Borrowerthe Company), before 11:00 A.M. 10:00 a.m. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.05(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor (specified as stated in this paragraph (ii)) and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower the Company of such offer before 10:00 A.M. 9:30 a.m. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender shall elect not to make such an offerIf, such Lender shall so notify the Agent, before by 10:00 A.M. a.m. (New York City time) on the date on which notice of such a Bank's election under this Section 2.05(a)(ii) is to be given to made, the Agent by fails to receive, at its address referred to in Section 8.02, the other Lendersnotice from a Bank provided for in this Section 2.05(a)(ii), and the Agent may conclusively presume that such Lender shall Bank has elected not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated offer to make any B Advance as part Advances to the Company with respect to the related Notice of such proposed B Borrowing. (a) (iii) Such Borrower The Company shall, in turn, (A) before 12:00 noon 11:00 a.m. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. 12:00 noon (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (aA) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum or LIBOR based bids. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earlier to occur of the then-scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, the interest rate basis to be used by the Lenders and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be for fixed rates per annum rate bids and (B) not later than 3:00 p.m. at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLIBOR based bids. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a)limitation contained in subsection (d) below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Administrative Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances . The following procedures shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.apply: (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) ): (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (such Borrowing, a “Fixed Rate B Borrowing”) and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themthem (such Borrowing, a “Specified Basis B Borrowing”). A Simultaneously with each such request, the Borrower may not select shall pay to the Administrative Agent, for the Administrative Agent’s account, a maturity date for any B Borrowing which ends after non-refundable fee in the latest Commitment Termination Date amount heretofore agreed between the Borrower and the Administrative Agent. Promptly following the Administrative Agent’s receipt of any Lender then such request and the fee referred to in effect. The the preceding sentence, the Administrative Agent shall in turn promptly notify each Lender of each such request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's ’s Commitment, if any), the rate or rates of interest therefor and such Lender's ’s Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum or LIBOR based bids. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earlier to occur of the then-scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, the interest rate basis to be used by the Lenders and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be for fixed rates per annum rate bids and (B) not later than 3:00 p.m. at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLIBOR based bids. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a)limitation contained in subsection (d) below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Administrative Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.08 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.08 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writingnot later than 9:00 A.M. (Dallas time) at least five Business Days prior to the date of the proposed B Borrowing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior without limitation, the basis to be used by the date of Banks in determining the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rate or rates of interest to be offered by the Lenders shall be fixed rates per annum them as provided in paragraph (ii) below and (B) at least four Business Days prior prepayment terms, if any, but excluding any waiver or other modification to the date any of the proposed B Borrowing, if such Borrower shall instead specify conditions set forth in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themArticle III). A The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectDate. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing.request (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 9:00 A.M. (New York City Dallas time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing specified in the case of a Notice of B Borrowing delivered with respect thereto pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.08(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 8:45 A.M. (New York City Dallas time) on three Business Days before the date on of the proposed B Borrowing specified in the Notice of B Borrowing delivered with respect thereto pursuant to paragraph (i) above. Any Bank which notice has not notified the Agent of such election is to be given an offer prior to the Agent by the other Lenders. If any Lender time specified above shall elect be deemed to have elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, before 10:00 A.M. (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City Dallas time) three Business Days before the date of such proposed B Borrowing specified in the Notice of B Borrowing delivered with respect thereto pursuant to paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Bank for such B Advance pursuant to paragraph (ii) above) to be made by each Bank as part of such B Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each B Borrowing, the Borrower shall be in compliance with the limitation set forth in the case proviso to the first sentence of Section 2.08(a). (c) Within the limits and on the conditions set forth in this Section 2.08, the Borrower may from time to time borrow under this Section 2.08, repay pursuant to subsection (d) below, and reborrow under this Section 2.08, provided that no B Borrowing shall be made within three Business Days of the date of another B Borrowing. (d) The Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to the Borrower on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to clause subsection (Ba)(i) above) the then unpaid principal amount of paragraph such B Advance. The Borrower shall not have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (ia)(i) above and set forth in the B Note evidencing such B Advance. (e) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, eitherpayable on the interest (f) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Bank making such B Advance.

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Company and any Borrowing Subsidiary may make B Borrowings under this Section SECTION 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided PROVIDED that, (i) following the making of each B Borrowing, (1) the aggregate amount (determined in Dollars) of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), . (b) The procedures for the solicitation and (2) the aggregate amount acceptance of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be denominated in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.Dollars are set forth below: (i) Either Borrower The Company (on behalf of itself or any Borrowing Subsidiary) may request a B Borrowing denominated in Dollars under this Section 2.03 SECTION 2.03(b) by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially identifying the form of Exhibit A-2 hereto, applicable Borrower and specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 15 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum (such type of solicitation being a "FIXED RATE AUCTION") and (B) at least four three Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the an index or other basis to be used by the Lenders Banks in determining the rates of interest to be offered by themthem (such type of solicitation being an "INDEXED RATE AUCTION"). A Borrower may not select a maturity date for any The Company shall, in addition, certify in each Notice of B Borrowing which ends after the latest Commitment Termination Date of any Lender Credit Ratings, if any, then in effect. The Agent shall in turn shall, promptly following its receipt of a Notice of B Borrowing under this SECTION 2.03(b), notify each Lender Bank of each such request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related such Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Company), before 10:00 A.M. (New York City time) (A) on the date of such Borrowerproposed B Borrowing, in the case of a Fixed Rate Auction, and (B) two Business Days before the date of such proposed B Borrowing, in the case of an Indexed Rate Auction, of the minimum amount and maximum amount of each B Advance which such Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of SECTION 2.03(a), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's Applicable Lending Office with respect to such B Advance; PROVIDED that if the Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Banks. (iii) The Company shall, in turn, before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Fixed Rate Auction, and (B) three two Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveIndexed Rate Auction, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may may, in the manner set forth below, make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Closing Date until the date occurring 30 days thirtieth day prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth belowDate; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), substantially in substantially the form of Exhibit A-2 B-2 hereto, specifying the date Drawdown Date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than seven (7) days (thirty (30) days, in the date occurring 14 case of floating interest rate borrowings) or later than one hundred eighty (180) days after the date of such B Borrowing or or, in any event, later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date Interest Payment Date or dates Dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 12:00 Noon in the case of floating interest rate borrowings, or 12:00 Noon in the case of fixed interest rate borrowings (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four (4) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 9:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B BorrowingBorrowing or result in any liability to any party to this Agreement. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. 11:00 A.M. (New York City time) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender Bank severally agrees that either each Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (I) the Termination Date or (II) the date occurring 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers such Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks to such Borrower (computed without regard to any B Reduction), ) and (2) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks to be in effect at such time TWC (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either A Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior without limitation, the basis to be used by the date of Banks in determining the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rate or rates of interest to be offered by the Lenders shall be fixed rates per annum them as provided in paragraph (ii) below and (B) at least four Business Days prior to the date of the proposed B Borrowingprepayment terms, if such Borrower shall instead specify in the Notice any, but excluding any waiver or other modification to any of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing.the (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(a), exceed such LenderBank's CommitmentCommitment to such Borrower), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower requesting such proposed B Borrowing shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be (iv) If the Borrower requesting such B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower requesting such B Borrowing accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its New York address referred to in Section 8.02 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the Borrower to which such B Borrowing was made, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, each Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16, provided that a B Borrowing shall not be made by any Borrower within three Business Days of the date of another B Borrowing to such Borrower. (d) Each Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to such Borrower, or each other holder of a B Note of such Borrower, on the maturity date of each B Advance made to such Borrower (such maturity date being that specified by such Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note evidencing such B Advance) the then unpaid principal amount of such B Advance. No Borrower shall have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and set forth in the B Note evidencing such B Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each B Advance made to such Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. (f) The indebtedness of each Borrower resulting from each B Advance made to such Borrower as part of a B Borrowing shall be evidenced by a separate B Note of such Borrower payable to the order of the Bank making such B Advance. (g) The failure of any Bank to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the B Advance to be made by such other Bank on the date of any B Borrowing.

The B Advances. (a) Each Lender severally agrees that either Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1X) the aggregate amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderLenders. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein: (1) the date and of such proposed B Borrowing; (2) the aggregate amount of the such proposed B Borrowing, ; (3) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and Commitment Termination Date); (y4) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and ; and (5) whether such B Borrowing is to be comprised of Fixed Rate Advances or Floating Rate Advances; and (6) any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing., (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon Noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date Date, in the case of any Lender then B Advances consisting of Fixed Rate Advances, or one month prior to the Termination Date, in effect the case of B Advances consisting of Eurodollar Rate Advances, in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cabletelecopier, confirmed immediately in writing, not later than 10:00 A.M. (New York City time) (A) at least two Business Days prior to the date of the proposed B Borrowing if the Borrower selects a Fixed Rate Advance or (B) at least four Business Days prior to the date of the proposed B Borrowing if the Borrower selects a Eurodollar Rate Advance, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (xI) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days 1 month after the date of such B Borrowing or later than the date occurring 180 days earlier of (x) 6 months after the date of such B Borrowing, Borrowing if the Borrower selects a Fixed Rate Advance and (y) in the case of any other B Borrowing Termination Date or (II) may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing if the Borrower selects a Eurodollar Rate Advance and (y) the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, eitherdate

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (1) the Termination Date or (2) the date occurring 30 thirty (30) days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, without limitation, the basis to be used by the Banks in determining the rate or rates of interest to be offered by them as provided in paragraph (ii) below and prepayment terms, if any, but excluding any waiver or other modification to any of the conditions set forth in Article III), not later than 11:00 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four five (5) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, eitherBank

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 seven days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided PROVIDED that, (i) following the making of each B Borrowing, (1X) the aggregate amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderLenders. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein (v) the date and aggregate amount of the such proposed B Borrowing, (w) the aggregate amount of such proposed B Borrowing, (x) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and (z) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the B Advances comprising any such B Borrowing being referred to herein as "FIXED RATE ADVANCES") and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any them (the B Advances comprising such B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectbeing referred to herein as "FLOATING RATE ADVANCES"). The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided PROVIDED that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided PROVIDED that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon Noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof until the earlier of (I) the Termination Date or (II) the date occurring falling 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Administrative Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 C hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) the Stated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts amount may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's CommitmentLendxx'x Xommitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article 3. Each Lender that is to

The B Advances. (a) Each Lender severally agrees that either the Borrower or a Borrowing Subsidiary, as the case may make be, may request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days one week prior to the latest Commitment Termination Date of any Lender then in effect Date, in the manner set forth below; provided PROVIDED that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (ib) Either The Borrower or a Borrowing Subsidiary, as the case may be, may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writingby hand or by mail, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 B-2 hereto, specifying specifying: (i) the date and aggregate amount of the proposed B BorrowingBorrowing (which shall not be less than $25,000,000 or an integral multiple of $5,000,000 in excess thereof; PROVIDED that if the aggregate amount of the unused Commitments is less than $25,000,000, the amount of such proposed Borrowing shall be equal to the aggregate amount of the unused Commitments), (ii) whether each Lender should quote (x) a rate of interest (a "QUOTED RATE") to be the entire rate applicable to the proposed B Advance (a "QUOTED RATE ADVANCE") or (y) a marginal per annum rate (a "QUOTED MARGIN") to be added to or subtracted from the Eurodollar Rate for an Interest Period equal to the term of the proposed B Borrowing (a "QUOTED MARGIN ADVANCE"), (iii) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days one week after the date of such B Borrowing or and may not be later than the date occurring 180 days after the date of such B Borrowing, and Termination Date), (yiv) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and and (v) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice case of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum a Quoted Rate Advance and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice case of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectQuoted Margin Advance. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from the Borrower or a Borrower Borrowing Subsidiary, as the case may be, by sending such Lender a copy of the related Notice of B Borrowing. (iic) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower or Borrowing Subsidiary, as the case may be, as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent delivering written notice (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, eitheran

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (1) the Termination Date or (2) the date occurring 30 thirty (30) days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers the Borrower shall not exceed 364-Day Credit Agreement 26 the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, without limitation, the basis to be used by the Banks in determining the rate or rates of interest to be offered by them as provided in paragraph (ii) below and prepayment terms, if any, but excluding any waiver or other modification to any of the conditions set forth in Article III), not later than 11:00 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four five (5) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a the Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Agent an auction fee equal to $2000. (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(a), exceed such LenderBank's CommitmentCommitment to the Borrower), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank wishes to request a B Note in respect to its B Advance, such request shall be delivered with the notice referred to in the preceding sentence. If any Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election 364-Day Credit Agreement 27 is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be allocated among such Banks pro rata on the basis of the maximum amount offered by such Banks at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Bank for such B Advance pursuant to paragraph ii above) to be made by each Bank as part of such B Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower notifies the Agent that such B Borrowing is canceled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make 364-Day Credit Agreement 28 available for the account of its Applicable Lending Office to the Agent at its New York address referred to in Section 8.2 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agents aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. The Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, the Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16; provided that a B Borrowing shall not be made by the Borrower within three Business Days of the date of another B Borrowing. (d) The Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to the Borrower, or each other holder of a B Note of the Borrower, on the maturity date of each B Advance made to the Borrower (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note, if any, evidencing such B Advance) the then unpaid principal amount of such B Advance. The Borrower shall not have any right to prepay any principal amount of any B Advance unless, and then only on the terms specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and set forth in the B Note evidencing such B Advance. (e) The Borrower shall pay interest on the unpaid principal amount of each B Advance made to the Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. (f) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall, if requested by the Bank making such B Advance, be evidenced by a separate B Note of the Borrower payable to the order of the Bank making such B Advance. (g) The failure of any Bank to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its B 364-Day Credit Agreement 29 Advance on the date of such B Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the B Advance to be made by such other Bank on the date of any B Borrowing.

The B Advances. (a) Each Lender severally agrees that either Borrower the Borrowers may make B Borrowings in Dollars or in Euros under this Section 2.03 from time to time on any Business Day during the period from the date hereof Closing Date until the date occurring 30 seven days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1X) the Dollar Equivalent of the aggregate 364-DAY CREDIT AGREEMENT amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the Dollar Equivalent of the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderLenders. (i) Either Borrower The Company (on its own behalf and on behalf of the other Borrowers) may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 --------------------- hereto, specifying therein: (1) the date and of such proposed B Borrowing; (2) the aggregate amount of the such proposed B Borrowing, Borrowing and the Currency thereof; (3) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and Commitment Termination Date); (y4) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and ; (5) whether such B Borrowing is to consist of Fixed Rate Advances or Floating Rate Advances; (6) the name of the applicable Borrower (which shall be the Company or a Designated Borrower); and (7) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (London time) in the case of B Advances to be denominated in Euros, (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the B Advances comprising any such B Borrowing being referred to herein as "Fixed Rate Advances") and ------------------- (B) at least four Business Days (in the case of B Advances to be denominated in Dollars), or five Business Days (in the case of B Advances to be denominated in Euros) prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any them (the B Advances comprising such B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectbeing referred to herein as "Floating Rate Advances"). The Administrative Agent shall in turn ---------------------- promptly notify each Lender of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrowerthe Company), before 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (ALondon time) in the case of B Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, 364-DAY CREDIT AGREEMENT subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower the Company of such offer before 10:00 9:00 A.M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower The Company (on its own behalf and on behalf of the other Borrowers) shall, in turn, (A) before 12:00 noon Noon (New York City time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Dollars, and not later than 12:00 Noon (London time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Dollars, and not later than 1:00 P.M. (London time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Euros, three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either any Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) Borrowing the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either Borrower PM Companies may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the name of the Borrower, the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) date, in the case of a fixed rate Notice of B Borrowing delivered pursuant to clause (A) of this paragraph (i), may not be earlier than the date occurring 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing and, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of this paragraph (i), may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in no event may the case of maturity date for any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, the interest rate basis on which the Lenders may make offers to make B Advances to such Borrower (which basis may be a fixed or floating rate) and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one two Business Day Days prior to the date of the proposed B Borrowing, if such Borrower PM Companies shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 B Borrowing, if such Borrower PM Companies shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to the Borrower named in any such Borrower Notice of B Borrowing as part of such the proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the Business Day prior to the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the Business Day prior to the date on which notice of such election is proposed B Borrowing, in the case referred to be given in clause (A) of this paragraph (ii), and three Business Days before the date of such proposed B Borrowing, in the case referred to the Agent by the other Lendersin clause (B) of this paragraph (ii). If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Agent before 10:00 A.M. (New York City time) on the Business Day prior to the date on which notice of such election is proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to be given clause (A) of paragraph (i) above, and three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to the Agent by the other Lendersclause (B) of paragraph (i) above, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by of any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower named in any such Notice of B Borrowing shall, in turn, (A) before 12:00 noon Noon (New York City time) on the Business Day prior to the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. 12:00 Noon (New York City time) three Business Days before the date of such proposed B Borrowing, in the Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. The acceptance of offers by such Borrower pursuant to this clause (B) shall be on the basis of ascending rates of interest contained in the offers made by Lenders pursuant to paragraph (ii) above; provided that, in the event that two or more of such offers contain the same rate of interest for a greater aggregate principal amount than the amount specified in such Notice of B Borrowing less the aggregate principal amount of all such offers containing lower rates of interest that have been accepted by such Borrower pursuant to this clause (B), such Borrower shall have sole discretion (subject to any minimum and maximum amount specified in any such offer) to accept one or more of the offers at such rate of interest and to reject any remaining offers at such rate of interest. (iv) If the Borrower named in any such Notice of B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower named in any such Notice of B Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Lender which has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 shall, before 12:00 Noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address set forth in Section 10.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower as soon as practicable on such date at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount not less than $100,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each B Borrowing, the Borrower thereof shall be in compliance with the limitation set forth in the proviso to the first sentence of subsection (a) above. (c) Within the limits and on the conditions set forth in this Section 2.03, each Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03, provided that a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing. (d) Each Borrower shall repay to the Agent for the account of each Lender which has made a B Advance to such Borrower, or each other holder of a B Note, on the maturity date of each B Advance made to it (such maturity date being that specified for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above or as provided in the B Note evidencing such B Advance) the then unpaid principal amount of such B Advance. No Borrower shall have the right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by PM Companies for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note evidencing such B Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each B Advance made to it from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by PM Companies for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. Philip Morris $8 billion, 5 year Facility 107900.5/NYL3 (f) The indebtedness of each Borrower resulting from each B Advance made to such Borrower as part of a B Borrowing shall be evidenced by a separate B Note of such Borrower payable to the order of the Lender making such B Advance. (g) Any notice given to any party under this Section 2.03 shall be in writing, or may be by telephone or telex, in each case confirmed immediately in writing.

The B Advances. (a) Each A Lender severally agrees -------------- that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Revolver Termination Date of any Lender then in effect in the manner set forth below; provided provided, that, (i) following the making of each B Borrowing, (1) the aggregate -------- ---- amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the A Commitments of the A Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the AgentAgent (or to each A Lender if the Borrower is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B ----------- Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying --------- the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingRevolver Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 3:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the A Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the A Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date If the Agent is conducting the auction for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent Advances, it shall in turn promptly notify each A Lender of each request for a B Borrowing received by it from a the Borrower by sending such A Lender a copy of the related Notice of B Borrowing. (ii) Each A Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower) or the Borrower (if it is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), before 11:00 10:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such A Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such A Lender's A Commitment), the rate or rates of interest therefor and such A Lender's Applicable Lending Office with respect to such B Advance; provided that provided, that, if the Agent in its capacity as a -------- ---- an A Lender shall, in its sole discretion, elect to make any such offeroffer and the Agent is conducting the auction for B Advances, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other A Lenders. If any A Lender shall elect not to make such an offer, such A Lender shall so notify the Agent, or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03), before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03) by the other A Lenders, and such A Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that provided, that, the failure by any A Lender to give such notice -------- ---- shall not cause such A Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; , provided that, (i) that following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the an aggregate amount of equal to (x) the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and ) less (iiy) no Lender may make a B Advance if the maturity date aggregate LC Exposure at such time less (z) the aggregate outstanding principal amount of Swingline Loans at such B Advance occurs after the Commitment Termination Date of such Lendertime. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date may be (xi) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B Borrowing, and (y) Borrowing in the case of any other fixed rate B Borrowing may not be earlier than the date occurring Borrowings and (ii) 30 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B BorrowingBorrowing in the case of floating rate B Borrowings, but in either case may not be later than the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLenders shall be floating rates per annum. The Agent shall in turn promptly notify by telecopier each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretiondiscretion (but conforming to the Borrower's Notice of B Borrowing in respect thereof), by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), may exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office office with respect to such B Advance; , provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Unless the Agent shall have received notice from a Lender shall elect before 10:00 A.M. in accordance with the immediately preceding sentence, the Agent and the Borrower may assume that such Lender has elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is offer pursuant to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowingthis Section 2.03(a)(ii). (iii) Such The Borrower shall, in turn, shall (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) on the Business Day that is three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 days prior to the latest Commitment Revolving Credit Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of shall be a fixed rate B Borrowing may Business Day that is not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such the proposed B Borrowing or and not later than the date occurring 180 days after the date of such B BorrowingRevolving Credit Termination Date), the interest payment date or dates relating thereto, the basis on which interest is to be calculated and any other terms to be applicable to such B Borrowing, not later than 11:00 10:30 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then Banks shall be quoted in effectreference to the Eurodollar Rate. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a the Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Closing Date until the date occurring 30 seven days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1X) the aggregate amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderLenders. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein: (1) the date and of such proposed B Borrowing; (2) the aggregate amount of the such proposed B Borrowing, ; (3) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and Commitment Termination Date); (y5) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of whether such B Borrowing is to be comprised of Fixed Rate Advances or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and Floating Rate Advances; and (6) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the B Advances comprising any such B Borrowing being referred to herein as "Fixed Rate Advances") and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any them (the B Advances comprising such B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectbeing referred to herein as "Floating Rate Advances"). The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; 29 - 25 - provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon Noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances, and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, either:

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.08 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender., (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.08 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writingnot later than 9:00 A.M. (Dallas time) at least five Business Days prior to the date of the proposed B Borrowing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior without limitation, the basis to be used by the date of Banks in determining the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rate or rates of interest to be offered by the Lenders shall be fixed rates per annum them as provided in paragraph (ii) below and (B) at least four Business Days prior prepayment terms, if any, but excluding any waiver or other modification to the date any of the proposed B Borrowing, if such Borrower shall instead specify conditions set forth in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themArticle III). A The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectDate. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a the Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 9:00 A.M. (New York City Dallas time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing specified in the case of a Notice of B Borrowing delivered with respect thereto pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.08(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 8:45 A.M. (New York City Dallas time) on three Business Days before the date on of the proposed B Borrowing specified in the Notice of B Borrowing delivered with respect thereto pursuant to paragraph (i) above. Any Bank which notice has not notified the Agent of such election is to be given an offer prior to the Agent by the other Lenders. If any Lender time specified above shall elect be deemed to have elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, before 10:00 A.M. (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City Dallas time) three Business Days before the date of such proposed B Borrowing specified in the Notice of B Borrowing delivered with respect thereto pursuant to paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 1:00 P.M. (Dallas time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 10.02 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the case applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof and, following the making of each B Borrowing, the Borrower shall be in compliance with the limitation set forth in the proviso to the first sentence of Section 2.08(a). (c) Within the limits and on the conditions set forth in this Section 2.08, the Borrower may from time to time borrow under this Section 2.08, repay pursuant to subsection (d) below, and reborrow under this Section 2.08, provided that no B Borrowing shall be made within three Business Days of the date of another B Borrowing. (d) The Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to the Borrower on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to (e) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to clause subsection (B) of paragraph (ia)(i) above, eitheras provided in the B Note evidencing such B Advance. (f) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Bank making such B Advance.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date may be (xi) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B Borrowing, and (y) Borrowing in the case of any other fixed rate B Borrowing may not be earlier than the date occurring Borrowings and (ii) 30 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B BorrowingBorrowing in the case of floating rate B Borrowings, but in either case may not be later than the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four (4) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLenders shall be floating rates per annum. The Agent shall in turn promptly notify by telecopy each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretiondiscretion (but conforming to the Borrower's Notice of B Borrowing in respect thereof), by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), may exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that that, if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Unless the Agent shall have received notice from a Lender shall elect before 10:00 A.M. in accordance with the immediately preceding sentence, the Agent and the Borrower may assume that such Lender has elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is offer pursuant to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowingthis Section 2.03(a)(ii). (iii) Such The Borrower shall, in turn, shall (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) on the Business Day that is three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either: (x) cancel such B Borrowing by giving the Agent notice to that effect, or (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. The acceptance of offers by the Borrower pursuant to this clause (B) shall be on the basis of ascending rates of interest contained in the offers made by Lenders pursuant to paragraph (ii) above; provided that, in the event that two or more of such offers contain the same rate of interest for a greater aggregate principal amount than the amount specified in such Notice of B Borrowing (less the aggregate principal amount of all such offers containing lower rates of interest that have been accepted by the Borrower pursuant to this clause (B)), the Borrower shall have sole discretion (subject to any minimum and maximum amount specified in any such offer) to accept one or more of the offers at such rate of interest and to reject any remaining offers at such rate of interest. (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (vi) If the Borrower notifies the Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of B Borrowing for such B Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the B Advance to be made by such Lender as part of such B Borrowing when such B Advance, as a result of such failure, is not made on such date.

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Company and any Borrowing Subsidiary may make B Borrowings under this Section SECTION 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior occurring (b) The procedures for the solicitation and acceptance of B Advances to the latest Commitment Termination Date of any Lender then be denominated in effect in the manner Dollars are set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.: (i) Either Borrower The Company (on behalf of itself or any Borrowing Subsidiary) may request a B Borrowing denominated in Dollars under this Section 2.03 SECTION 2.03(b) by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially identifying the form of Exhibit A-2 hereto, applicable Borrower and specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 15 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum (such type of solicitation being a "FIXED RATE AUCTION") and (B) at least four three Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the an index or other basis to be used by the Lenders Banks in determining the rates of interest to be offered by themthem (such type of solicitation being an "INDEXED RATE AUCTION"). A Borrower may not select a maturity date for any The Company shall, in addition, certify in each Notice of B Borrowing which ends after the latest Commitment Termination Date of any Lender Credit Ratings, if any, then in effect. The Agent shall in turn shall, promptly following its receipt of a Notice of B Borrowing under this SECTION 2.03(b), notify each Lender Bank of each such request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related such Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Company), before 10:00 A.M. (New York City time) (A) on the date of such Borrowerproposed B Borrowing, in the case of a Fixed Rate Auction, and (B) two Business Days before the date of such proposed B Borrowing, in the case of an Indexed Rate Auction, of the minimum amount and maximum amount of each B Advance which such Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of SECTION 2.03(a), exceed such Bank's Commitment), the rate or rates of interest therefor and such Bank's Applicable Lending Office with respect to such B Advance; PROVIDED that if the Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Banks. (iii) The Company shall, in turn, before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Fixed Rate Auction, and (B) three two Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveIndexed Rate Auction, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the an aggregate amount of equal to (x) the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and ) less (iiy) no Lender may make a B Advance if the maturity date aggregate LC Exposure at such time less (z) the aggregate outstanding principal amount of Swingline Loans at such B Advance occurs after the Commitment Termination Date of such Lendertime. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopierfacsimile transmission, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date may be (xi) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B Borrowing, and (y) Borrowing in the case of any other fixed rate B Borrowing may not be earlier than the date occurring Borrowings and (ii) 30 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B BorrowingBorrowing in the case of floating rate B Borrowings, but in either case may not be later than the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four (4) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLenders shall be floating rates per annum. The Agent shall in turn promptly notify by telecopy each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretiondiscretion (but conforming to the Borrower's Notice of B Borrowing in respect thereof), by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), may exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that that, if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Unless the Agent shall have received notice from a Lender shall elect before 10:00 A.M. in accordance with the immediately preceding sentence, the Agent and the Borrower may assume that such Lender has elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is offer pursuant to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowingthis Section 2.03(a)(ii). (iii) Such The Borrower shall, in turn, shall (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) on the Business Day that is three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees agrees, on the terms and conditions hereinafter set forth, that either the Company and any Designated Borrower may make B Borrowings in Dollars or in Euros (at the election of the Company on its own behalf or on behalf of the applicable Borrower) under this Section 2.03 from time to time on any Business Day during the period from the date hereof Restatement Date until the date occurring 30 seven days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1X) the Dollar Equivalent of the aggregate amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the Dollar Equivalent of the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Lenders. On the Restatement Date all outstanding B Advances of each Lender shall automatically, without any action on the part of any Person, be deemed to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if Advances of the maturity date of such B Advance occurs after the Commitment Termination Date of such LenderCompany hereunder. (i) Either Borrower The Company (on its own behalf and on behalf of the other Borrowers) may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 --------------------- B-2 hereto, specifying therein: (1) the date and of such proposed B Borrowing; (2) the aggregate amount of the such proposed B Borrowing, Borrowing and the Currency thereof; AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (3) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and Commitment Termination Date); (y4) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and ; (5) whether such B Borrowing is to consist of Fixed Rate Advances or Floating Rate Advances; (6) the name of the applicable Borrower (which shall be the Company or a Designated Borrower); and (7) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (London time) in the case of B Advances to be denominated in Euros, (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the B Advances comprising any such B Borrowing being referred to herein as "Fixed Rate ---------- Advances") and (B) at least four Business Days (in the case of B -------- Advances to be denominated in Dollars), or five Business Days (in the case of B Advances to be denominated in Euros) prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any them (the B Advances comprising such B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectbeing referred to herein as "Floating Rate Advances"). The Administrative Agent ---------------------- shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrowerthe Company), before 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (ALondon time) in the case of B Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower the Company of such offer before 10:00 9:00 A.M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing.. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (iii) Such Borrower The Company (on its own behalf and on behalf of the other Borrowers) shall, in turn, (A) before 12:00 noon Noon (New York City time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Dollars, and not later than 12:00 Noon (London time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Dollars, and not later than 1:00 P.M. (London time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Euros, three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender Bank severally agrees that either the Borrower may make B Borrowings in Dollars under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 days prior to the latest Commitment Revolving Credit Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing Borrow ing (which maturity date (x) in the case of shall be a fixed rate B Borrowing may Business Day that is not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such the proposed B Borrowing or and not later than the date occurring 180 days after the date of such B BorrowingRevolving Credit Termination Date), the interest payment date or dates relating thereto, the basis on which interest is to be calculated and any other terms to be applicable to such B Borrowing, not later than 11:00 10:30 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a the Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B BorrowingBorrow ing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the lesser of (i) the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), ) and (2ii) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if scheduled to be in effect on the scheduled maturity date of such the B Advance occurs after the Commitment Termination Date Advances to be made as part of such Lender.Borrowing. The following procedures shall apply: (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, Administrative Agent a notice of a B Borrowing (a "Notice of B Borrowing"), ) in writing in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each the B Advance Advances to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingCommitment Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) ): (Aa) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (Bany such Borrowing being herein referred to as a "Fixed Rate B Borrowing"); and (b) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themthem (any such Borrowing being herein referred to as a "Specified Basis B Borrowing"). A Simultaneously with each such request, the Borrower may not select shall pay to the Administrative Agent, for the Administrative Agent's account, a maturity date for any B Borrowing which ends after non-refundable fee in the latest Commitment Termination Date amount heretofore agreed between the Borrower and the Administrative Agent. Promptly following the Administrative Agent's receipt of any Lender then such request and the fee referred to in effect. The the preceding sentence, the Administrative Agent shall in turn promptly notify each Lender of each such request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing.. 364-Day Credit Agreement (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 11:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) before 1:00 2:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), either:

The B Advances. (a) Each Lender Bank severally agrees that either each Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (I) the Termination Date or (II) the date occurring 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers such Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks to such Borrower (computed without regard to any B Reduction), ) and (2) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks to be in effect at such time TWC (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either A Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, without limitation, the basis to be used by the Banks in determining the rate or rates of interest to be offered by them as provided in paragraph (ii) below and prepayment terms, if any, but excluding any waiver or other modification to any of the conditions set forth in Article III), not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. Each time that a Borrower gives a Notice of B Borrowing, such Borrower shall pay to the Agent an auction fee equal to $2000. (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(a), exceed such LenderBank's CommitmentCommitment to such Borrower), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretionsole (iii) The Borrower requesting such proposed B Borrowing shall, elect to make any such offerin turn, it shall notify such Borrower of such offer before 10:00 11:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City timex) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be allocated among such Banks pro rata on the basis of the maximum amount offered by such Banks at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Bank for such B Advance pursuant to paragraph (ii) above) to be made by each Bank as part of such B Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower requesting such B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower requesting such B Borrowing accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, each Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16, provided that a B Borrowing shall not be made by any Borrower within three Business Days of the date of another B Borrowing to such Borrower. (d) Each Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to such Borrower, or each other holder of a B Note of such Borrower, on the maturity date of each B Advance made to such Borrower (such maturity date being that specified by such Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note evidencing such B Advance) the then unpaid principal amount of such B Advance. No Borrower shall have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and set forth in the B Note evidencing such B Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each B Advance made to such Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. (f) The indebtedness of each Borrower resulting from each B Advance made to such Borrower as part of a B Borrowing shall be evidenced by a separate B Note of such Borrower payable to the order of the Bank making such B Advance. (g) The failure of any Bank to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the B Advance to be made by such other Bank on the date of any B Borrowing.

The B Advances. (a) Each Lender severally agrees that either Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (x) cancel such B Borrowing by giving the Agent notice to that effect, or (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above (which acceptance shall be irrevocable) in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing (provided that the aggregate amount of such B Borrowing shall not exceed the amount specified on the Notice of B Borrowing delivered by such Borrower pursuant to paragraph (i) above), and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect; provided that acceptance of offers may only be made on the basis of ascending rates for B Borrowings of the same type and duration for up to the maximum amounts offered by Lenders; and provided further that if offers are made by two or more Lenders for the same type of B Borrowing for the same duration and with the same rate of interest, in an aggregate amount which is greater than the amount requested, such offers shall be accepted on a pro rata basis based on the maximum amounts offered by such Lenders at such rate of interest. (iv) If such Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(x) above or if such Borrower rejects any offers made by Lenders pursuant to paragraph (iii)(y) above, the Agent shall give prompt notice thereof to the Lenders or affected Lenders, as the case may be, and in the case of a cancellation, such B Borrowing shall not be made. (v) If such Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 1:00 P.M. (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 9.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower at the Agent's aforesaid address. Promptly after each B Borrowing, the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (vi) Each Borrower agrees to pay to the Agent for the Agent's account an auction fee of $2,500 for each Notice of B Borrowing delivered by such Borrower to the Agent pursuant to this Section 2.03(a), whether or not a B Borrowing is made pursuant thereto.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the lesser of (i) the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), ) and (2ii) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if scheduled to be in effect on the scheduled maturity date of such the B Advance occurs after the Commitment Termination Date Advances to be made as part of such Lender.Borrowing. The following procedures shall apply: (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, Administrative Agent a notice of a B Borrowing (a "“Notice of B Borrowing"), ”) in writing in substantially the form of Exhibit A-2 A–2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each the B Advance Advances to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingCommitment Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) ): (Aa) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (Bany such Borrowing being herein referred to as a “Fixed Rate B Borrowing”); and (b) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themthem (any such Borrowing being herein referred to as a “Specified Basis B Borrowing”). A Simultaneously with each such request, the Borrower may not select shall pay to the Administrative Agent, for the Administrative Agent’s account, a maturity date for any B Borrowing which ends after non-refundable fee in the latest Commitment Termination Date amount heretofore agreed between the Borrower and the Administrative Agent. Promptly following the Administrative Agent’s receipt of any Lender then such request and the fee referred to in effect. The the preceding sentence, the Administrative Agent shall in turn promptly notify each Lender of each such request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's ’s Commitment, if any), the rate or rates of interest therefor and such Lender's ’s Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 11:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) before 1:00 2:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers the Borrower at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex telecopier or cabledelivery, confirmed immediately in writing, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's ’s Commitment), the rate or rates of interest therefor and such Lender's ’s Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either the Borrower or a Borrowing Subsidiary, as the case may make be, may request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 10 days prior to the latest Commitment Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (ib) Either The Borrower or a Borrowing Subsidiary, as the case may be, may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writingby hand or by mail, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 B-2 hereto, specifying specifying: (i) the date and aggregate amount of the proposed B BorrowingBorrowing (which shall not be less than $25,000,000 or an integral multiple of $5,000,000 in excess thereof; provided that if the aggregate amount of the unused Commitments is less than $25,000,000, the amount of such proposed Borrowing shall be equal to the aggregate amount of the unused Commitments), (ii) whether each Lender should quote (x) a rate of interest (a “Quoted Rate”) to be the entire rate applicable to the proposed B Advance (a “Quoted Rate Advance”) or (y) a marginal per annum rate (a “Quoted Margin”) to be added to or subtracted from the Eurodollar Rate for an Interest Period equal to the term of the proposed B Borrowing (a “Quoted Margin Advance”), (iii) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days one week after the date of such B Borrowing or and may not be later than the date occurring 180 days after the date of such B Borrowing, and Termination Date), (yiv) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and and (v) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice case of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum a Quoted Rate Advance and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice case of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectQuoted Margin Advance. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from the Borrower or a Borrower Borrowing Subsidiary, as the case may be, by sending such Lender a copy of the related Notice of B Borrowing. (iic) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower or Borrowing Subsidiary, as the case may be, as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying delivering written notice (an “Offer”) to the Administrative Agent (which shall give prompt notice thereof to such Borrower)the Borrower or Borrowing Subsidiary, as the case may be) before 11:00 9:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause Quoted Rate Advance and before 10:00 A.M. (A) of paragraph (i) above and (BNew York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause Quoted Margin Advance, specifying (Bx) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's ’s Commitment, if any), (y) a Quoted Rate or a Quoted Margin therefor (as requested by the rate or rates Notice of interest therefor B Borrowing) and (z) such Lender's ’s Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offerOffer, it shall notify such the Borrower of such offer Offer at least 30 minutes before 10:00 A.M. (New York City time) the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offerOffer, such Lender shall so notify the Agent, Administrative Agent before 10:00 A.M. (New York City time) the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iiid) Such The Borrower or Borrowing Subsidiary, as the case may be, shall, in turn, (A) before 12:00 noon 10:30 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Quoted Rate Advance and (B) before 1:00 P.M. 11:00 A.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Quoted Margin Advance, either (i) cancel such B Borrowing by giving the Administrative Agent notice to that effect, and such B Borrowing shall not be made, or (ii) accept one or more of the Offers made by any Lender or Lenders pursuant to paragraph (c) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each B Advance to be made by each Lender as part of such B Borrowing (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, offered to the Borrower or Borrowing Subsidiary, as the case may be, by the Administrative Agent on behalf of such Lender for such B Advance in such Lender’s notice given pursuant to subsection (c) above), and such notice shall reject any remaining Offers made by Lenders pursuant to subsection (c) above, provided that (x) the Borrower or Borrowing Subsidiary, as the case may be, shall not accept Offers for an aggregate principal amount of B Advances in excess of the aggregate principal amount stated in the Notice of B Borrowing, (y) the Borrower or Borrowing Subsidiary, as the case may be, shall not accept any Offer unless all Offers specifying a lower Quoted Rate or Quoted Margin, as the case may be, are also accepted, and (z) if all Offers specifying the same Quoted Rate or Quoted Margin, as the case may be, are not accepted in full, the Borrower or Borrowing Subsidiary, as the case may be, shall apportion its acceptances among such Offers in proportion to the respective principal amounts of such Offers (rounded, where necessary, to the nearest $1,000,000). (iii) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (d)(i) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (e) If the Borrower accepts one or more of the Offers, the Administrative Agent shall in turn promptly (but in any event, not later than 11:30 A.M. on such date) notify (A) each Lender that has made an Offer, of the date and aggregate amount of such B Borrowing and whether or not any Offer made by such Lender has been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in immediately available funds, such Lender’s portion of such B Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds promptly available to the Borrower at the Administrative Agent’s address referred to in Section 8.02. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (f) If the Borrower notifies the Administrative Agent that it accepts one or more of the Offers made by any Lender or Lenders pursuant to paragraph (d)(ii) above, such notice of acceptance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of B Borrowing delivered for such B Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding in any event loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the B Advance to be made by such Lender as part of such B Borrowing when such B Advance, as a result of such failure, is not made on such date. (g) Within the limits and on the conditions set forth in this Section 2.03, the Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to clause subsection (Bh) below, and reborrow under this Section 2.03, provided that a B Borrowing shall not be made within three Business Days of paragraph the date of any other B Borrowing. (h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a B Advance, or for the account of each other holder of a B Note, on the maturity date of such B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any principal amount of any B Advance without the consent of the Lender that made such B Advance. (i) aboveThe Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, eitherat (x) the Quoted Rate, in the case of a Quoted Rate Advance, and (y) at the sum of the Eurodollar Rate for the Interest Period of such B Advance plus the Quoted Margin, in the case of a Quoted Margin Advance, in each case as specified for such B Advance by the Lender making such B Advance in its Offer with respect thereto, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the B Note evidencing such B Advance. (j) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance. (k) Upon delivery of each Notice of B Borrowing, the Borrower shall pay a non-refundable fee to the Administrative Agent for its own account in such amount as shall have been agreed to in writing by the Borrower and the Administrative Agent.

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Borrowers may make B Borrowings under this Section 2.03 2.05 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; , provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then Banks. As provided in effect (computed without regard to any B Reduction)Section 2.01 above, and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks shall be deemed used from time to time to the extent of the aggregate amount of the B Advances then outstanding and such deemed use of the aggregate amount of the Commitments shall be in effect at such time (computed without regard applied to the Banks ratably according to their respective Commitments; provided, however, that any Bank's B Reduction), and (ii) no Lender may make a B Advance if Advances shall not otherwise reduce that Bank's obligation to lend its pro rata share of the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderremaining Available Commitment. (i) Either Any Borrower may request a B Borrowing under this Section 2.03 2.05 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier later than 5 Business Days prior to the Termination Date, but may otherwise be 7 days or more from the date occurring 14 days after of such B Advance if the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Banks shall be fixed rates per annum (a "Fixed Rate Borrowing"), and either 1, 2, 3, 6 or 9 months from the date of such B Borrowing or later than if the date occurring 180 days after the date of such B Borrowing, and (y) Borrower shall specify in the case Notice of any other B Borrowing may not be earlier than the date occurring 30 days after the date of that such B Borrowing or later than the date occurring 180 days after the date is to be a Borrowing consisting of such Eurodollar Rate B Advances (a "Eurodollar Rate B Borrowing")), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. a.m. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, Borrowing if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest such B Borrowing is to be offered by the Lenders shall be fixed rates per annum a Fixed Rate Borrowing, and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis that such B Borrowing is to be used by the Lenders in determining the rates a Eurodollar Rate B Borrowing. Every Notice of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after given by a Subsidiary Borrower must be countersigned by an authorized representative of TBC, in order to evidence the latest Commitment Termination Date consent of any Lender then TBC, in effectits sole discretion, to that proposed B Borrowing. The Administrative Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender Bank a copy of the related Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretiondiscretion (such rate of interest to be a fixed rate if the Borrower requested Fixed Rate Advances, or a margin over the Eurodollar Rate if the Borrower requested Eurodollar Rate B Advances), by notifying the Administrative Agent (which shall give prompt notice thereof to the Company and such Borrower), before 11:00 A.M. 10:00 a.m. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.05(a), exceed such LenderBank's Commitment), the rate or rates of interest therefor (specified as stated in this paragraph (ii)) and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower and the Company of such offer before 10:00 A.M. 9:30 a.m. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other LendersBanks. If any Lender shall elect not to make such an offerIf, such Lender shall so notify the Agent, before by 10:00 A.M. a.m. (New York City time) on the date on which notice of such a Bank's election under this Section 2.05(a)(ii) is to be given made, the Administrative Agent fails to receive, at its address referred to in Section 8.02, the notice from a Bank provided for in this Section 2.05(a)(ii), the Administrative Agent by the other Lenders, and may conclusively presume that such Lender shall Bank has elected not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated offer to make any B Advance as part Advances to such Borrower with respect to the related Notice of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon 11:00 a.m. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) before 1:00 P.M. 12:00 noon (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender Bank severally agrees that either each Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (I) the Termination Date or (II) the date occurring 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) Multi-Year Credit Agreement following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers such Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks to such Borrower (computed without regard to any B Reduction), ) and (2) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks to be in effect at such time TWC (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either A Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, without limitation, the basis to be used by the Banks in determining the rate or rates of interest to be offered by them as provided in paragraph (ii) below and prepayment terms, if any, but excluding any waiver or other modification to any of the conditions set forth in Article III), not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. Each time that a Borrower gives a Notice of B Borrowing, such Borrower shall pay to the Agent an auction fee equal to $2000. (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(a), exceed such LenderBank's CommitmentCommitment to such Borrower), the rate or rates of interest therefor therefor, and such LenderBank's Applicable Multi-Year Credit Agreement Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank wishes to request a B Note in respect to its B Advance, such request shall be delivered with the notice referred to in the preceding sentence. If any Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower requesting such proposed B Borrowing shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be allocated among such Banks pro rata on the basis of the maximum amount offered by such Banks at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by such Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Bank for such B Advance pursuant to paragraph (ii) above) to be made by each Bank as part of such B Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower requesting such B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Multi-Year Credit Agreement Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower requesting such B Borrowing accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its New York address referred to in Section 8.02 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the Borrower to which such B Borrowing was made, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, each Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16, provided that a B Borrowing shall not be made by any Borrower within three Business Days of the date of another B Borrowing to such Borrower. (d) Each Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to such Borrower, or each other holder of a B Note of such Borrower, on the maturity date of each B Advance made to such Borrower (such maturity date being that specified by such Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided Multi-Year Credit Agreement in the B Note, if any, evidencing such B Advance) the then unpaid principal amount of such B Advance. No Borrower shall have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and set forth in the B Note evidencing such B Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each B Advance made to such Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. (f) The indebtedness of each Borrower resulting from each B Advance made to such Borrower as part of a B Borrowing shall, if requested by the Bank making such B Advance, be evidenced by a separate B Note of such Borrower payable to the order of the Bank making such B Advance. (g) The failure of any Bank to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the B Advance to be made by such other Bank on the date of any B Borrowing.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof Effective Date until the earlier of (I) the Termination Date or (II) the date occurring falling 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Administrative Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 C hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) the Stated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts amount may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent or an Affiliate thereof in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article 3. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 3 and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to Subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made a B Advance, or each other holder of a Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the Note, if any, evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the Note, if any, evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to Subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the Note, if any, evidencing such B Advance, subject to Section 2.06(b). (e) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Administrative Agent for its own account such fee as may be agreed between the Borrower and the Administrative Agent from time to time, whether or not any B Borrowing is in fact made. (f) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a). (g) The failure of any Lender to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the B Advance to be made by such other Lender on the date of any B Borrowing. If any Designated Bidder fails to make the B Advance to be made by it as part of any B Borrowing, such Designated Bidder shall not thereafter have the right to offer to make any B Advance without the prior written consent of the Borrower and the Administrative Agent.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earlier to occur of the then scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(alimitation contained in subsection (d), below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing either (x) cancel such B Borrowing by either giving the Agent notice to that effect or failing to accept one or more offers as provided in clause (y), below, or (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii), above, in its sole discretion, by giving written notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii), above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii), above, by giving the Agent written notice to that effect. (iv) If the Borrower cancels such B Borrowing pursuant to paragraph (iii)(x), above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y), above, such acceptance shall be irrevocable and binding on the Borrower and, subject to the satisfaction of the applicable conditions set forth in Article III, on such Lender or Lenders. The Borrower shall indemnify each such Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified in the notice provided pursuant to paragraph (vii)(A), below, the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the B Advance to be made by such Lender as part of such B Borrowing when such B Advance, as a result of such failure, is not made on such date. (vi) Unless the Agent shall have received notice from a Lender prior to the date of any B Borrowing in which such Lender is required to participate that such Lender will not make available to the Agent such Lender's B Advance as part of such B Borrowing, the Agent may assume that such Lender has made such B Advance available to the Agent on the date of such B Borrowing in accordance with paragraph (vii), below, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such B Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable to such B Advance and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's B Advance as part of such B Borrowing for purposes of this Agreement. (vii) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y), above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii), above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii), above, have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing of the amount of the B Advance to be made by such Lender as part of such B Borrowing and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 1:00 p.m. on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02 such Lender's B Advance, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will promptly make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) Within the limits and on the conditions set forth in this Section 2.03, the Borrower may from time to time borrow under this Section 2.03, repay pursuant to subsection (e), below, prepay pursuant to Section 2.11 and reborrow under this Section 2.03, provided that a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing. (d) In no event shall the Borrower be entitled to request or receive any B Advances that would cause the principal amount outstanding hereunder to exceed the Commitments. (e) The Borrower shall repay to the Agent for the account of each Lender which has made a B Advance, or each other holder of a B Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to clause subsection (Aa)(i), above, and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. (f) The Borrower shall pay interest on the unpaid principal amount of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before each B Advance from the date of such proposed B BorrowingAdvance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii), above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the case of a related Notice of B Borrowing delivered pursuant to clause subsection (B) of paragraph (i) a)(i), above, eitheras provided in the B Note evidencing such B Advance, provided, however, that upon the occurrence and during the continuance of any Event of Default, each B Advance shall bear interest at the Default Rate. (g) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earliest to occur of the last day of the then-current Revolving Period, the then-scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(alimitation contained in subsection (d), below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing either (x) cancel such B Borrowing by either giving the Agent notice to that effect or failing to accept one or more offers as provided in clause (y), below, or (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii), above, in its sole discretion, by giving written notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii), above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii), above, by giving the Agent written notice to that effect. (iv) If the Borrower cancels such B Borrowing pursuant to paragraph (iii)(x), above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y), above, such acceptance shall be irrevocable and binding on the Borrower and, subject to the satisfaction of the applicable conditions set forth in Article III, on such Lender or Lenders. The Borrower shall indemnify each such Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill, on or before the date specified in the notice provided pursuant to paragraph (vii)(A), below, the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the B Advance to be made by such Lender as part of such B Borrowing when such B Advance, as a result of such failure, is not made on such date. (vi) Unless the Agent shall have received notice from a Lender prior to the date of any B Borrowing in which such Lender is required to participate that such Lender will not make available to the Agent such Lender's B Advance as part of such B Borrowing, the Agent may assume that such Lender has made such B Advance available to the Agent on the date of such B Borrowing in accordance with paragraph (vii), below, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such B Advance available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable to such B Advance and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender's B Advance as part of such B Borrowing for purposes of this Agreement. (vii) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y), above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii), above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii), above, have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing of the amount of the B Advance to be made by such Lender as part of such B Borrowing and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 1:00 p.m. on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02 such Lender's B Advance, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will promptly make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (c) Within the limits and on the conditions set forth in this Section 2.03, the Borrower may from time to time borrow under this Section 2.03, repay pursuant to subsection (e), below, prepay pursuant to Section 2.11 and reborrow under this Section 2.03, provided that a B Borrowing shall not be made within three Business Days of the date of any other B Borrowing. (d) In no event shall the Borrower be entitled to request or receive any B Advances that would cause the principal amount outstanding hereunder to exceed the Commitments. (e) The Borrower shall repay to the Agent for the account of each Lender which has made a B Advance, or each other holder of a B Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to clause subsection (Aa)(i), above, and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. (f) The Borrower shall pay interest on the unpaid principal amount of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before each B Advance from the date of such proposed B BorrowingAdvance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii), above, payable on the interest payment date or dates specified by the Borrower for such B Advance in the case of a related Notice of B Borrowing delivered pursuant to clause subsection (B) of paragraph (i) a)(i), above, eitheras provided in the B Note evidencing such B Advance, provided, however, that upon the occurrence and during the continuance of any Event of Default, each B Advance shall bear interest at the Default Rate. (g) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance.

The B Advances. (a) Each A Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Revolver Termination Date of any Lender then in effect in the manner set forth below; provided provided, that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the A Commitments of the A Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the AgentAgent (or to each A Lender if the Borrower is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingRevolver Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 3:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the A Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the A Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date If the Agent is conducting the auction for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent Advances, it shall in turn promptly notify each A Lender of each request for a B Borrowing received by it from a the Borrower by sending such A Lender a copy of the related Notice of B Borrowing. (ii) Each A Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower) or the Borrower (if it is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), before 11:00 10:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such A Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such A Lender's A Commitment), the rate or rates of interest therefor and such A Lender's Applicable Lending Office with respect to such B Advance; provided that provided, that, if the Agent in its capacity as a an A Lender shall, in its sole discretion, elect to make any such offeroffer and the Agent is conducting the auction for B Advances, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other A Lenders. If any A Lender shall elect not to make such an offer, such A Lender shall so notify the Agent, or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03), before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03) by the other A Lenders, and such A Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that provided, that, the failure by any A Lender to give such notice shall not cause such A Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may may, in the manner set forth below, make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Closing Date until the date occurring 30 days thirtieth day prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth belowDate; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), substantially in substantially the form of Exhibit A-2 B-2 hereto, specifying the date Drawdown Date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than seven (7) days (thirty (30) days, in the date occurring 14 case of floating interest rate borrowings) or later than one hundred eighty (180) days after the date of such B Borrowing or or, in any event, later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date Interest Payment Date or dates Dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 12:00 Noon (New York City time) ) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four (4) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 9:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B BorrowingBorrowing or result in any liability to any party to this Agreement. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. 11:00 A.M. (New York City time) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers the Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers the Borrower at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex telecopier or cabledelivery, confirmed immediately in writing, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A The Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the an aggregate amount of equal to (x) the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and ) less (iiy) no Lender may make a B Advance if the maturity date aggregate LC Exposure at such time less (z) the aggregate outstanding principal amount of Swingline Loans at such B Advance occurs after the Commitment Termination Date of such Lendertime. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date may be (xi) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B Borrowing, and (y) Borrowing in the case of any other fixed rate B Borrowing may not be earlier than the date occurring Borrowings and (ii) 30 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B BorrowingBorrowing in the case of floating rate B Borrowings, but in either case may not be later than the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one (1) Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four (4) Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLenders shall be floating rates per annum. The Agent shall in turn promptly notify by telecopier each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretiondiscretion (but conforming to the Borrower's Notice of B Borrowing in respect thereof), by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), may exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office office with respect to such B Advance; provided that that, if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Unless the Agent shall have received notice from a Lender shall elect before 10:00 A.M. in accordance with the immediately preceding sentence, the Agent and the Borrower may assume that such Lender has elected not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is offer pursuant to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowingthis Section 2.03(a)(ii). (iii) Such The Borrower shall, in turn, shall (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) on the Business Day that is three (3) Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof Original Effective Date until the earlier of (I) the Termination Date or (II) the date occurring falling 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Administrative Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 C hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) the Stated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts amount may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent or an Affiliate thereof in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article 3. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 3 and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made a B Advance, or each other holder of a Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the Note, if any, evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the Note, if any, evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the Note, if any, evidencing such B Advance, subject to Section 2.06(b). (e) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Administrative Agent for its own account such fee as may be agreed between the Borrower and the Administrative Agent from time to time, whether or not any B Borrowing is in fact made. (f) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a). (g) The failure of any Lender to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the B Advance to be made by such other Lender on the date of any B Borrowing. If any Designated Bidder fails to make the B Advance to be made by it as part of any B Borrowing, such Designated Bidder shall not thereafter have the right to offer to make any B Advance without the prior written consent of the Borrower and the Administrative Agent.

The B Advances. (a) Each Unless and until the Term Loan Conversion Option has been exercised, each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring Commitment Termination Date and in no event may be later than 180 days after following the date of such B Borrowing), the basis for calculating the rate or rates of interest applicable to each such B Advance (e.g., on the basis of the actual number of days elapsed in a year of 360 days), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which that such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (x) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (y) in its sole discretion, accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect; provided, however, that, in accepting any such offers, the Borrower shall do so in the ascending order of effective yield and, as among offers resulting in the same effective yield, ratably among all such offers based upon the amount notified to the Borrower by the Administrative Agent on behalf of each Lender for such B Advance pursuant to paragraph (ii) above. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is canceled pursuant to paragraph (iii)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing of the amount of each B Advance to be made by such Lender as part of such B Borrowing and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lender's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate.

The B Advances. (a) Each A Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Revolver Termination Date of any Lender then in effect in the manner set forth below; provided provided, that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the A Commitments of the A Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the AgentAgent (or to each A Lender if the Borrower is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingRevolver Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 3:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the A Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the A Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date If the Agent is conducting the auction for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent Advances, it shall in turn promptly notify each A Lender of each request for a B Borrowing received by it from a the Borrower by sending such A Lender a copy of the related Notice of B Borrowing. (ii) Each A Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower) or the Borrower (if it is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), before 11:00 10:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such A Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such A Lender's A Commitment), the rate or rates of interest therefor and such A Lender's Applicable Lending Office with respect to such B Advance; provided that provided, that, if the Agent in its capacity as a an A Lender shall, in its sole discretion, elect to make any such offeroffer and the Agent is conducting the auction for B Advances, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other A Lenders. If any A Lender shall elect not to make such an offer, such A Lender shall so notify the Agent, or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03), before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03) by the other A Lenders, and such A Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that provided, that, the failure by any A Lender to give such notice shall not cause such A Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof Effective Date until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; , provided that, (i) that following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the an aggregate amount of equal to (x) the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and ) less (iiy) no Lender may make a B Advance if the maturity date aggregate LC Exposure at such time less (z) the aggregate outstanding principal amount of Swingline Loans at such B Advance occurs after the Commitment Termination Date of such Lendertime. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 B-2 hereto, specifying therein the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date may be (xi) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B Borrowing, and (y) Borrowing in the case of any other fixed rate B Borrowing may not be earlier than the date occurring Borrowings and (ii) 30 days after the date of such B Borrowing or later than the date occurring to 180 days after the date of such the B BorrowingBorrowing in the case of floating rate B Borrowings, but in either case may not be later than the Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, eitherand

The B Advances. (a) Each Lender Bank severally agrees that either each Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from the date hereof until the earlier of (I) the Termination Date or (II) the date occurring 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers such Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks to such Borrower (computed without regard to any B Reduction), ) and (2) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks to be in effect at such time TWC (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either A Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior without limitation, the basis to be used by the date of Banks in determining the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rate or rates of interest to be offered by the Lenders shall be fixed rates per annum them as provided in paragraph (ii) below and (B) at least four Business Days prior to the date of the proposed B Borrowingprepayment terms, if such Borrower shall instead specify in the Notice any, but excluding any waiver or other modification to any of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing.the (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(a), exceed such LenderBank's CommitmentCommitment to such Borrower), the rate or rates of interest therefor and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower requesting such proposed B Borrowing shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be (iv) If the Borrower requesting such B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower requesting such B Borrowing accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its New York address referred to in Section 8.02 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the Borrower to which such B Borrowing was made, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, each Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16, provided that a

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances . The following procedures shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.apply: (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) ): (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (such Borrowing, a "Fixed Rate B Borrowing") and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by themthem (such Borrowing, a "Specified Basis B Borrowing"). A Simultaneously with each such request, the Borrower may not select shall pay to the Administrative Agent, for the Administrative Agent's account, a maturity date for any B Borrowing which ends after non-refundable fee in the latest Commitment Termination Date amount heretofore agreed between the Borrower Credit Agreement and the Administrative Agent. Promptly following the Administrative Agent's receipt of any Lender then such request and the fee referred to in effect. The the preceding sentence, the Administrative Agent shall in turn promptly notify each Lender of each such request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Fixed Rate B Borrowing delivered pursuant to clause (ABorrowing) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, Borrowing (in the case of a Notice of Specified Basis B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveBorrowing), either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof Effective Date until the earlier of (I) the Termination Date or (II) the date occurring falling 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Administrative Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 C hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) the Stated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts amount may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's CommitmentLendxx'x Xommitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent or an Affiliate thereof in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Administrative Agent notice to that effect, or (B) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Administrative Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Administrative Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Administrative Agent notice to that effect. (iv) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article 3. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at its address referred to in Section 8.02 such Lendxx'x xortion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article 3 and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the Borrower at the Administrative Agent's aforesaid address. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Administrative Agent for the account of each Lender which has made a B Advance, or each other holder of a Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the Note evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the Note evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the Note evidencing such B Advance, subject to Section 2.06(b). (e) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Administrative Agent for its own account such fee as may be agreed between the Borrower and the Administrative Agent from time to time, whether or not any B Borrowing is in fact made. (f) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a). (g) The failure of any Lender to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the B Advance to be made by such other Lender on the date of any B Borrowing. If any Designated Bidder fails to make the B Advance to be made by it as part of any B Borrowing, such Designated Bidder shall not thereafter have the right to offer to make any B Advance without the prior written consent of the Borrower and the Administrative Agent.

The B Advances. (a) Each Lender severally agrees that either Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, eitherof

The B Advances. (a) Each Lender severally agrees that either the Borrower or a Borrowing Subsidiary, as the case may make be, may request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 10 days prior to the latest Commitment Termination Date of any Lender then in effect Date, in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (ib) Either The Borrower or a Borrowing Subsidiary, as the case may be, may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writingby hand or by mail, a notice of a B Borrowing (a "“Notice of B Borrowing"”), in substantially the form of Exhibit A-2 B-2 hereto, specifying specifying: (i) the date and aggregate amount of the proposed B BorrowingBorrowing (which shall not be less than $25,000,000 or an integral multiple of $5,000,000 in excess thereof; provided that if the aggregate amount of the unused Commitments is less than $25,000,000, the amount of such proposed Borrowing shall be equal to the aggregate amount of the unused Commitments), (ii) whether each Lender should quote (x) a rate of interest (a “Quoted Rate”) to be the entire rate applicable to the proposed B Advance (a “Quoted Rate Advance”) or (y) a marginal per annum rate (a “Quoted Margin”) to be added to or subtracted from the Eurodollar Rate for an Interest Period equal to the term of the proposed B Borrowing (a “Quoted Margin Advance”), (iii) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days one week after the date of such B Borrowing or and may not be later than the date occurring 180 days after the date of such B Borrowing, and Termination Date), (yiv) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and and (v) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice case of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum a Quoted Rate Advance and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice case of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectQuoted Margin Advance. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from the Borrower or a Borrower Borrowing Subsidiary, as the case may be, by sending such Lender a copy of the related Notice of B Borrowing. (iic) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower or Borrowing Subsidiary, as the case may be, as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying delivering written notice (an “Offer”) to the Administrative Agent (which shall give prompt notice thereof to such Borrower)the Borrower or Borrowing Subsidiary, as the case may be) before 11:00 9:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause Quoted Rate Advance and before 10:00 A.M. (A) of paragraph (i) above and (BNew York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause Quoted Margin Advance, specifying (Bx) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's ’s Commitment, if any), (y) a Quoted Rate or a Quoted Margin therefor (as requested by the rate or rates Notice of interest therefor B Borrowing) and (z) such Lender's ’s Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offerOffer, it shall notify such the Borrower of such offer Offer at least 30 minutes before 10:00 A.M. (New York City time) the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offerOffer, such Lender shall so notify the Agent, Administrative Agent before 10:00 A.M. (New York City time) the time and on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iiid) Such The Borrower or Borrowing Subsidiary, as the case may be, shall, in turn, (A) before 12:00 noon 10:30 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Quoted Rate Advance and (B) before 1:00 P.M. 11:00 A.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Quoted Margin Advance, either (i) cancel such B Borrowing by giving the Administrative Agent notice to that effect, and such B Borrowing shall not be made, or (ii) accept one or more of the Offers made by any Lender or Lenders pursuant to paragraph (c) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each B Advance to be made by each Lender as part of such B Borrowing (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, offered to the Borrower or Borrowing Subsidiary, as the case may be, by the Administrative Agent on behalf of such Lender for such B Advance in such Lender’s notice given pursuant to subsection (c) above), and such notice shall reject any remaining Offers made by Lenders pursuant to subsection (c) above, provided that (x) the Borrower or Borrowing Subsidiary, as the case may be, shall not accept Offers for an aggregate principal amount of B Advances in excess of the aggregate principal amount stated in the Notice of B Borrowing, (y) the Borrower or Borrowing Subsidiary, as the case may be, shall not accept any Offer unless all Offers specifying a lower Quoted Rate or Quoted Margin, as the case may be, are also accepted, and (z) if all Offers specifying the same Quoted Rate or Quoted Margin, as the case may be, are not accepted in full, the Borrower or Borrowing Subsidiary, as the case may be, shall apportion its acceptances among such Offers in proportion to the respective principal amounts of such Offers (rounded, where necessary, to the nearest $1,000,000). (iii) If the Borrower notifies the Administrative Agent that such B Borrowing is cancelled pursuant to paragraph (d)(i) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (e) If the Borrower accepts one or more of the Offers, the Administrative Agent shall in turn promptly (but in any event, not later than 11:30 A.M. on such date) notify (A) each Lender that has made an Offer, of the date and aggregate amount of such B Borrowing and whether or not any Offer made by such Lender has been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in immediately available funds, such Lender’s portion of such B Borrowing. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds promptly available to the Borrower at the Administrative Agent’s address referred to in Section 8.02. Promptly after each B Borrowing the Administrative Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (f) If the Borrower notifies the Administrative Agent that it accepts one or more of the Offers made by any Lender or Lenders pursuant to paragraph (d)(ii) above, such notice of acceptance shall be irrevocable and binding on the Borrower. The Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of B Borrowing delivered for such B Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (excluding in any event loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the B Advance to be made by such Lender as part of such B Borrowing when such B Advance, as a result of such failure, is not made on such date. (g) Within the limits and on the conditions set forth in this Section 2.03, the Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to clause subsection (Bh) below, and reborrow under this Section 2.03, provided that a B Borrowing shall not be made within three Business Days of paragraph the date of any other B Borrowing. (h) The Borrower shall repay to the Administrative Agent for the account of each Lender that has made a B Advance, or for the account of each other holder of a B Note, on the maturity date of such B Advance (such maturity date being that specified by the Borrower for repayment of such B Advance in the related Notice of B Borrowing and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any principal amount of any B Advance without the consent of the Lender that made such B Advance. (i) aboveThe Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, eitherat (x) the Quoted Rate, in the case of a Quoted Rate Advance, and (y) at the sum of the Eurodollar Rate for the Interest Period of such B Advance plus the Quoted Margin, in the case of a Quoted Margin Advance, in each case as specified for such B Advance by the Lender making such B Advance in its Offer with respect thereto, payable on the interest payment date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the B Note evidencing such B Advance. (j) The indebtedness of the Borrower resulting from each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance. (k) Upon delivery of each Notice of B Borrowing, the Borrower shall pay a non-refundable fee to the Administrative Agent for its own account in such amount as shall have been agreed to in writing by the Borrower and the Administrative Agent.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to earlier of (I) the latest Commitment Termination Date of any Lender then in effect or (II) June 15, 2000, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower by sending such Lender a copy of the related Notice of B Borrowing.of (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to clause (y) of the proviso to the first sentence of this Section 2.03(a2.19(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either A. cancel such B Borrowing by giving the Agent notice to that effect, or B. accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing, and (C) each Lender that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Agent for the account of each Lender which has made a B Advance, or each other holder of a B Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the B Note evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the B Note evidencing such B Advance, subject to Section 2.06(b). (e) The indebtedness of the Borrower in respect of principal of and interest on each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance. (f) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Agent for its own account such fee as may be agreed between the Borrower and the Agent from time to time, whether or not any B Borrowing is in fact made. (g) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a). (h) The failure of any Lender to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the B Advance to be made by such other Lender on the date of any B Borrowing. If any Designated Bidder fails to make the B Advance to be made by it as part of any B Borrowing, such Designated Bidder shall not thereafter have the right to offer to make any B Advance without the prior written consent of the Borrower and the Agent.

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 seven days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days Termination Date, whichever occurs first, if the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum, or (y) shall be 1, 2, 3, 4, 5 or 6 months after the date of such B BorrowingBorrowing (but in no event later than the Termination Date) if the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them), the interest payment date or dates relating thereto, whether the proposed B Borrowing shall bear interest at a fixed or fluctuating rate per annum and, if a fluctuating rate is so specified, the basis to be used by the Lenders in determining the rate of interest to be offered by them, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), ) before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. 12:00 Noon (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (x) cancel such B Borrowing by giving the Agent notice to that effect, or (y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect; provided that acceptance of offers may only be made on the basis of ascending interest rates specified by the Lenders pursuant to paragraph (ii) above. (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If offers are made by two or more Lenders with the same specified rate of interest for a greater aggregate principal amount than the amount in respect of which offers are accepted for any B Borrowing, the principal amount of B Advances in respect of which such offers are accepted shall be allocated by the Agent among such Lenders as nearly as possible (in such multiples of $1,000,000 as the Agent may deem appropriate) in proportion to the aggregate principal amount of such offers. Determinations by the Agent of the amounts of B Advances shall be conclusive in the absence of manifest error. (vi) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by the Borrower, and (B) each Lender that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Lender as part of such B Borrowing. Each Lender that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02(b) such Lenders portion of such B Borrowing, in same day funds. Upon satisfaction of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to the Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Lender of the amount of the B Borrowing, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate.

The B Advances. (a) Each A Lender severally agrees that either the -------------- Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Revolver Termination Date of any Lender then in effect in the manner set forth below; provided provided, that, (i) following the making of each B Borrowing, (1) the aggregate amount -------- ---- of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the A Commitments of the A Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the AgentAgent (or to each A Lender if the Borrower is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B ----------- Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying --------- the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingRevolver Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 3:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the A Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the A Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date If the Agent is conducting the auction for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent Advances, it shall in turn promptly notify each A Lender of each request for a B Borrowing received by it from a the Borrower by sending such A Lender a copy of the related Notice of B Borrowing. (ii) Each A Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower) or the Borrower (if it is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), before 11:00 10:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such A Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such A Lender's A Commitment), the rate or rates of interest therefor and such A Lender's Applicable Lending Office with respect to such B Advance; provided that provided, that, if the Agent in its capacity as a -------- ---- an A Lender shall, in its sole discretion, elect to make any such offeroffer and the Agent is conducting the auction for B Advances, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other A Lenders. If any A Lender shall elect not to make such an offer, such A Lender shall so notify the Agent, or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03), before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03) by the other A Lenders, and such A Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that provided, that, the failure by any A Lender to give such notice -------- ---- shall not cause such A Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date last day of any Lender then in effect the Revolving Period in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earliest to occur of the last day of the then-current Revolving Period, the then-scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 2:00 p.m. (New York City Chicago, Illinois time) (Ax) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (By) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining that the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectshall be based on quoted London interbank offered rates. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. 10:00 a.m. (New York City Chicago, Illinois time) ), (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (Ax) of paragraph (i) above above, and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (By) of paragraph (i) ), above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a)limitation contained in subsection (d) below, exceed such Lender's Commitment), the rate or rates of interest therefor therefor, the basis (including, if applicable, the method for computing the London interbank offered rate), rate (if applicable) and margin (if applicable) used by such Lender in determining the rate or rates of interest so offered and the Yield (if different from such rate or rates), the interest period relating thereto and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 9:30 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Agent before 10:00 A.M. (New York City time) a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, before 11:00 a.m. (Chicago, Illinois time) (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (Ax) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (By) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum or LIBOR based bids. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of NOTICE OF B BorrowingBORROWING"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earlier to occur of the then-scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, the interest rate basis to be used by the Lenders and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be for fixed rates per annum rate bids and (B) not later than 3:00 p.m. at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectLIBOR based bids. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a)limitation contained in subsection (d) below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Administrative Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender severally agrees that either Borrower the Borrowers may make B Borrowings in Dollars or in Euros under this Section 2.03 from time to time on any Business Day during the period from the date hereof Closing Date until the date occurring 30 seven days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1X) the Dollar Equivalent of the aggregate amount of the B Advances of all Lenders then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction)Lenders, and (2Y) the Dollar Equivalent of the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.Lenders. 364-DAY CREDIT AGREEMENT (i) Either Borrower The Company (on its own behalf and on behalf of the other Borrowers) may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex telecopier or cabletelex, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the --------------------- form of Exhibit A-2 B-2 hereto, specifying therein: (1) the date and of such proposed B Borrowing; (2) the aggregate amount of the such proposed B Borrowing, Borrowing and the Currency thereof; (3) the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 thirty days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and Commitment Termination Date); (y4) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing), the interest payment date or dates relating thereto, and ; (5) whether such B Borrowing is to consist of Fixed Rate Advances or Floating Rate Advances; (6) the name of the applicable Borrower (which shall be the Company or a Designated Borrower); and (7) any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (London time) in the case of B Advances to be denominated in Euros, (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the B Advances comprising any such B Borrowing being referred to herein as "Fixed Rate ---------- Advances") and (B) at least four Business Days (in the case of B -------- Advances to be denominated in Dollars), or five Business Days (in the case of B Advances to be denominated in Euros) prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any them (the B Advances comprising such B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effectbeing referred to herein as "Floating Rate Advances"). The Administrative Agent ---------------------- shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrowerthe Company), before 11:00 10:00 A.M. (New York City time) in the case of B Advances to be denominated in Dollars, and not later than 10:00 A.M. (ALondon time) in the case of B Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) consisting of paragraph (i) above Fixed Rate Advances and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) consisting of paragraph (i) aboveFloating Rate Advances, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment, if any), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower the Company of such offer before 10:00 A.M. 9:00 364-DAY CREDIT AGREEMENT A. M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time or London time, as applicable) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower The Company (on its own behalf and on behalf of the other Borrowers) shall, in turn, (A) before 12:00 noon Noon (New York City time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Dollars, and not later than 12:00 Noon (London time) in the case of B Advances consisting of Fixed Rate Advances to be denominated in Euros, on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Dollars, and not later than 1:00 P.M. (London time) in the case of B Advances consisting of Floating Rate Advances to be denominated in Euros, three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make request B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner manner, and subject to the terms and conditions, set forth below; provided that, (i) following . The rates of interest offered by the making of Lenders and accepted by the Borrower for each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers Borrowing shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lenderfixed rates per annum. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 2.03 (a) (i) hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or nor later than the earlier to occur of the then scheduled Termination Date and the date occurring 180 days after following the date of such B Borrowing), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. (New York City time) (A) 3:00 p.m. at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 11:00 A.M. (New York City time) (A) a.m., on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(alimitation contained in subsection (d), below, exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) 10:30 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, Agent before 10:00 A.M. (New York City time) 11:00 a.m. on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each A Lender severally agrees that either the -------------- Borrower may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 7 days prior to the latest Commitment Revolver Termination Date of any Lender then in effect in the manner set forth below; provided provided, that, (i) following the making of each B Borrowing, (1) the aggregate amount -------- ---- of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the A Commitments of the A Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 by delivering to the AgentAgent (or to each A Lender if the Borrower is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingRevolver Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 A.M. 3:00 P.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the A Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the A Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date If the Agent is conducting the auction for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent Advances, it shall in turn promptly notify each A Lender of each request for a B Borrowing received by it from a the Borrower by sending such A Lender a copy of the related Notice of B Borrowing. (ii) Each A Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower) or the Borrower (if it is conducting the auction for B Advances pursuant to subsection (g) of this Section 2.03), before 11:00 10:30 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such A Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such A Lender's A Commitment), the rate or rates of interest therefor and such A Lender's Applicable Lending Office with respect to such B Advance; provided that provided, that, if the Agent in its capacity as a -------- ---- an A Lender shall, in its sole discretion, elect to make any such offeroffer and the Agent is conducting the auction for B Advances, it shall notify such the Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other A Lenders. If any A Lender shall elect not to make such an offer, such A Lender shall so notify the Agent, or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03), before 10:00 10:30 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent or the Borrower (if it is conducting the auction for the B Advances pursuant to subsection (g) of this Section 2.03) by the other A Lenders, and such A Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that provided, that, the failure by any A Lender to give such notice -------- ---- shall not cause such A Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either:

The B Advances. (a) Each Lender severally agrees that either Borrower the Company may make B Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either Borrower The Company may request a B Borrowing under this Section 2.03 by delivering to the Administrative Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring Commitment Termination Date and in no event may be later than 180 days after following the date of such B Borrowing), the rate or rates of interest applicable to each such B Advance the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Administrative Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a Borrower the Company by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such Borrower the Company as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrowerthe Company), before 11:00 10:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower the Company of such offer before 10:00 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower The Company shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

The B Advances. (a) Each Lender Bank severally agrees that either each Borrower may make B Borrowings under this Section 2.03 2.16 from time to time on any Business Day during the period from July 31, 2002 until the date hereof until earlier of (I) the Termination Date or (II) the date occurring 30 days prior to the latest Commitment Stated Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances then outstanding to both Borrowers such Borrower shall not exceed the aggregate amount of the Commitments of the Lenders then in effect Banks to such Borrower (computed without regard to any B Reduction), ) and (2) the aggregate amount of the B all Advances scheduled to be then outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled Banks to be in effect at such time TWC (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either A Borrower may request a B Borrowing under this Section 2.03 2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed immediately in writing, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 B-2 hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 7 days after the date of such B Borrowing or later than the date occurring 180 days after the date earlier of such B Borrowing, and (yx) in the case of any other B Borrowing may not be earlier than the date occurring 30 days 6 months after the date of such B Borrowing or later than (y) the date occurring 180 days after the date of such B BorrowingStated Termination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B BorrowingBorrowing (including, without limitation, the basis to be used by the Banks in determining the rate or rates of interest to be offered by them as provided in paragraph (ii) below and prepayment terms, if any, but excluding any waiver or other modification to any of the conditions set forth in Article III), not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum and (B) at least four five Business Days prior to the date of the proposed B Borrowing, if such Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders Banks in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender Bank of each request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related Notice of B Borrowing. Each time that a Borrower gives a Notice of B Borrowing, such Borrower shall pay to the Agent an auction fee equal to $2000. (ii) Each Lender Bank may, if, if in its sole discretion, discretion it elects to do so, irrevocably offer to make one or more B Advances to such a Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such Borrower), before 11:00 10:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above above, and (By) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a2.16(4), exceed such LenderBank's CommitmentCommitment to such Borrower), the rate or rates of interest therefor therefor, and such LenderBank's Applicable Lending Office with respect to such B Advance; provided that that, if the Agent in its capacity as a Lender Bank shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 9:45 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks. If any Lender Bank wishes to request a B Note in respect to its B Advance, such request shall be delivered with the notice referred to in the preceding sentence. If any Bank shall elect not to make such an offer, such Lender Bank shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other LendersBanks, and such Lender Bank shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender Bank to give such notice shall not cause such Lender Bank to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such The Borrower requesting such proposed B Borrowing shall, in turn, (A) before 12:00 noon 11:00 A.M. (New York City time) (x) on the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City timey) three Business Days before the date of such proposed B Borrowing, Borrowing in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either (A) cancel such B Borrowing by giving the Agent notice to that effect, or (B) accept one or more of the offers made by any Bank or Banks pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Banks bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Banks as part of such B Borrowing shall be allocated among such Banks pro rata on the basis of the maximum amount offered by such Banks at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by such Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent on behalf of such Bank for such B Advance pursuant to paragraph (ii) above) to be made by each Bank as part of such B Borrowing, and reject any remaining offers made by Banks pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower requesting such B Borrowing notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Banks and such B Borrowing shall not be made. (v) If the Borrower requesting such B Borrowing accepts one or more of the offers made by any Bank or Banks pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Bank pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Bank that is to make a B Advance as part of such B Borrowing, of the amount of each B Advance to be made by such Bank as part of such B Borrowing, and (C) each Bank that is to make a B Advance as part of such B Borrowing, upon receipt, that the Agent has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Bank that is to make a B Advance as part of such B Borrowing shall, before 12:00 noon (New York City time) on the date of such B Borrowing specified in the notice received from the Agent pursuant to clause (A) of the preceding sentence or any later time when such Bank shall have received notice from the Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Agent at its New York address referred to in Section 8.02 such Bank's portion of such B Borrowing, in same day funds. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower at the Agent's aforesaid address. Promptly after each B Borrowing the Agent will notify each Bank of the amount of the B Borrowing, the Borrower to which such B Borrowing was made, the consequent B Reduction and the dates upon which such B Reduction commenced and will terminate. (b) Each B Borrowing shall be in an aggregate amount of not less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof. Each Borrower agrees that it will not request a B Borrowing unless, upon the making of such B Borrowing, the limitations set forth in the proviso to the first sentence of Section 2.16(a) are complied with. (c) Within the limits and on the conditions set forth in this Section 2.16, each Borrower may from time to time borrow under this Section 2.16, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.16, provided that a B Borrowing shall not be made by any Borrower within three Business Days of the date of another B Borrowing to such Borrower. (d) Each Borrower shall repay to the Agent for the account of each Bank which has made a B Advance to such Borrower, or each other holder of a B Note of such Borrower, on the maturity date of each B Advance made to such Borrower (such maturity date being that specified by such Borrower for repayment of such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and provided in the B Note, if any, evidencing such B Advance) the then unpaid principal amount of such B Advance. No Borrower shall have any right to prepay any principal amount of any B Advance unless, and then only on the terms, specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above and set forth in the B Note evidencing such B Advance. (e) Each Borrower shall pay interest on the unpaid principal amount of each B Advance made to such Borrower from the date of such B Advance to the date the principal amount of such B Advance is repaid in full, at the rate of interest for such B Advance specified by the Bank making such B Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as provided in the B Note evidencing such B Advance. (f) The indebtedness of each Borrower resulting from each B Advance made to such Borrower as part of a B Borrowing shall, if requested by the Bank making such B Advance, be evidenced by a separate B Note of such Borrower payable to the order of the Bank making such B Advance. (g) The failure of any Bank to make the B Advance to be made by it as part of any B Borrowing shall not relieve any other Bank of its obligation, if any, hereunder to make its B Advance on the date of such B Borrowing, but no Bank shall be responsible for the failure of any other Bank to make the B Advance to be made by such other Bank on the date of any B Borrowing.

The B Advances. (a) Each Lender Bank severally agrees that either Borrower the Company and any Borrowing Subsidiary may make B Borrowings under this Section 2.03 2.06 from time to time on any Business Day during the period from the date hereof until the date occurring 30 15 days prior to the latest Commitment Termination Date of any Lender then in effect in the manner set forth below; provided that, (i) following the making of each B Borrowing, (1) the aggregate amount of the Advances Revolving Credit Obligations then outstanding to both Borrowers shall not exceed the aggregate amount Total Commitment. (b) The procedures for the solicitation and acceptance of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be denominated in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender.Dollars are set forth below: (i) Either Borrower The Company (on behalf of itself or any Borrowing Subsidiary) may request a B Borrowing denominated in Dollars under this Section 2.03 2.06(b) by delivering to the Agent, by telecopier, telex or cable, confirmed immediately Agent in writing, a notice of manner specified in Section 9.02 a B Borrowing (a "Notice of B Borrowing"), in substantially identifying the form of Exhibit A-2 hereto, applicable Borrower and specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 15 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B BorrowingTermination Date), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such Borrower the Company shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders Banks shall be fixed rates per annum (such type of solicitation being a “Fixed Rate Auction”) and (B) at least four three Business Days prior to the date of the proposed B Borrowing, if such Borrower the Company shall instead specify in the Notice of B Borrowing the an index or other basis to be used by the Lenders Banks in determining the rates of interest to be offered by themthem (such type of solicitation being an “Indexed Rate Auction”). A Borrower may not select a maturity date for any The Company shall, in addition, certify in each Notice of B Borrowing which ends after the latest Commitment Termination Date of any Lender Credit Ratings, if any, then in effect. The Agent shall in turn shall, promptly following its receipt of a Notice of B Borrowing under this Section 2.06(b), notify each Lender Bank of each such request for a B Borrowing received by it from a Borrower by sending such Lender Bank a copy of the related such Notice of B Borrowing. (ii) Each Lender Bank may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more B Advances to such the applicable Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender Bank in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to the Company), before 10:00 A.M. (New York City time) (A) on the date of such Borrowerproposed B Borrowing, in the case of a Fixed Rate Auction, and (B) two Business Days before the date of such proposed B Borrowing, in the case of an Indexed Rate Auction, of the minimum amount and maximum amount of each B Advance which such Bank would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to Section 2.06(a), exceed such Bank’s Commitment), the rate or rates of interest therefor and such Bank’s Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Bank shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer before 9:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Banks. (iii) The Company shall, in turn, before 11:00 A.M. (New York City time) (A) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above Fixed Rate Auction, and (B) three two Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) aboveIndexed Rate Auction, either:

The B Advances. (a) Each Lender severally agrees that either the Borrower may make B Borrowings under this Section 2.03 2.19 from time to time on any Business Day during the period from the date hereof until the date occurring 30 days prior to earlier of (I) the latest Commitment Termination Date of any Lender then in effect or (II) June 15, 2001, in the manner set forth below; provided that, that (ix) each B Borrowing shall be in an aggregate amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof and (y) following the making of each B Borrowing, (1) the aggregate number of outstanding B Borrowings shall not exceed seven and the aggregate amount of the all Advances then outstanding to both Borrowers shall not exceed the aggregate amount of the Commitments of the Lenders then in effect (computed without regard to any B Reduction), and (2) the aggregate amount of the B Advances scheduled to be outstanding to both Borrowers at any time through the maturity of such B Advances shall not exceed the aggregate amount of the Commitments of the Lenders scheduled to be in effect at such time (computed without regard to any B Reduction), and (ii) no Lender may make a B Advance if the maturity date of such B Advance occurs after the Commitment Termination Date of such Lender. (i) Either The Borrower may request a B Borrowing under this Section 2.03 2.19 by delivering to the Agent, by telecopiertelecopy, telex telefax or cable, confirmed immediately in writingother teletransmission, a notice of a B Borrowing (a "Notice of B Borrowing"), in substantially the form of Exhibit A-2 D hereto, specifying the date and aggregate amount of the proposed B Borrowing, the maturity date for repayment of each B Advance to be made as part of such B Borrowing (which maturity date (x) in the case of a fixed rate B Borrowing may not be earlier than the date occurring 14 days after the date of such B Borrowing or later than the date occurring 180 days after the date of such B Borrowing, and (y) in the case of any other B Borrowing may not be earlier than the date occurring 30 days after the date of such B Borrowing or later than the date occurring earlier of (x) 180 days after the date of such B BorrowingBorrowing or (y) July 15, 2001), the interest payment date or dates relating thereto, and any other terms to be applicable to such B Borrowing, not later than 11:00 10:00 A.M. (New York City time) (A) at least one Business Day prior to the date of the proposed B Borrowing, if such the Borrower shall specify in the Notice of B Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum and (B) at least four Business Days prior to the date of the proposed B Borrowing, if such the Borrower shall instead specify in the Notice of B Borrowing the basis to be used by the Lenders in determining the rates of interest to be offered by them. A Borrower may not select a maturity date for any B Borrowing which ends after the latest Commitment Termination Date of any Lender then in effect. The Agent shall in turn promptly notify each Lender of each request for a B Borrowing received by it from a the Borrower by sending such Lender a copy of the related Notice of B Borrowing. (ii) Each Lender may, if, if in its sole discretion, and absolute discretion it elects to do so, irrevocably offer to make one or more B Advances to such the Borrower as part of such proposed B Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent (which shall give prompt notice thereof to such the Borrower), before 10:00 A.M. (New York City (iii) The Borrower shall, in turn, before 11:00 A.M. (New York City time) (Ax) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (By) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, of the minimum amount and maximum amount of each B Advance which such Lender would be willing to make as part of such proposed B Borrowing (which amounts may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender's Commitment), the rate or rates of interest therefor and such Lender's Applicable Lending Office with respect to such B Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent, before 10:00 A.M. (New York City time) on the date on which notice of such election is to be given to the Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any B Advance as part of such B Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any B Advance as part of such proposed B Borrowing. (iii) Such Borrower shall, in turn, (A) before 12:00 noon (New York City time) on the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i) above and (B) before 1:00 P.M. (New York City time) three Business Days before the date of such proposed B Borrowing, in the case of a Notice of B Borrowing delivered pursuant to clause (B) of paragraph (i) above, either A. cancel such B Borrowing by giving the Agent notice to that effect, or B. accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in order of the lowest to highest rates of interest or margins (or, if two or more Lenders bid at the same rates of interest, and the amount of accepted offers is less than the aggregate amount of such offers, the amount to be borrowed from such Lenders as part of such B Borrowing shall be allocated among such Lenders pro rata on the basis of the maximum amount offered by such Lenders at such rates or margin in connection with such B Borrowing), in any aggregate amount up to the aggregate amount initially requested by the Borrower in the relevant Notice of B Borrowing, by giving notice to the Agent of the amount of each B Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the Borrower by the Agent on behalf of such Lender for such B Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such B Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent notice to that effect. (iv) If the Borrower notifies the Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A) above, the Agent shall give prompt notice thereof to the Lenders and such B Borrowing shall not be made. (v) If the Borrower accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(B) above, the Agent shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such B Borrowing and whether or not any offer or offers made by such Lender pursuant to (b) Within the limits and on the conditions set forth in this Section 2.19, the Borrower may from time to time borrow under this Section 2.19, repay or prepay pursuant to subsection (c) below, and reborrow under this Section 2.19. (c) The Borrower shall repay to the Agent for the account of each Lender which has made a B Advance, or each other holder of a B Note, on the maturity date of each B Advance (such maturity date being that specified by the Borrower for repayment in the related Notice of B Borrowing and provided in the B Note evidencing such B Advance), the then unpaid principal amount of such B Advance. The Borrower shall have no right to prepay any B Advance unless, and then only on the terms, specified by the Borrower for such B Advance in the related Notice of B Borrowing delivered pursuant to Section 2.19(a)(i) and set forth in the B Note evidencing such B Advance or unless the holder of such B Advance otherwise consents in writing to such prepayment. (d) The Borrower shall pay interest on the unpaid principal amount of each B Advance from the date of such B Advance to the date the principal amount of such B Advance is repaid in full at the rate of interest for such B Advance specified by the Lender making such B Advance in its notice delivered pursuant to subsection (a)(ii) above on the interest date or dates specified by the Borrower for such B Advance in the related Notice of B Borrowing and set forth in the B Note evidencing such B Advance, subject to Section 2.06(b). (e) The indebtedness of the Borrower in respect of principal of and interest on each B Advance made to the Borrower as part of a B Borrowing shall be evidenced by a separate B Note of the Borrower payable to the order of the Lender making such B Advance. (f) Each time that the Borrower gives a Notice of B Borrowing, the Borrower shall pay to the Agent for its own account such fee as may be agreed between the Borrower and the Agent from time to time, whether or not any B Borrowing is in fact made. (g) Following the making of each B Borrowing, the Borrower agrees that it will be in compliance with the limitations set forth in clause (y) of the proviso to the first sentence of Section 2.19(a).