Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”), which U.S. Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; (iii) in the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for any Lender at the time of conversion thereof the amount of its German Commitment; and (iv) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed.

The Commitments. (a) Subject to and upon the terms and conditions set forth hereof and in reliance upon the warranties of the Borrower herein, each Lender with a U.S. Commitment Bank agrees, severally agrees and not jointly, to make loans (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrower from time to time from the date hereof until the Termination Date, during which U.S. period the Borrower may repay and reborrow in accordance with the provisions hereof, provided, that the aggregate unpaid principal amount of all Revolving Loans of all Banks and the aggregate Letter of Credit Obligations outstanding shall not exceed at any time the lesser of (i) shall be denominated in U.S. Dollars; the Commitments of all Banks, or (ii) shall, at the option sum of the U.S. BorrowerBorrowing Base plus the Overadvance Amount, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except determined as otherwise specifically provided in Section 2.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; (iii) most recent monthly Borrowing Base Certificate delivered by the Borrower to the Agent. The Revolving Loans shall be made by the Banks on a pro rata basis, calculated for each Bank based on its Percentage. Each Loan shall be in the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the a minimum amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender $100,000 or in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) an integral multiple of $100,000 above such U.S. Lender to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedamount. (b) Subject to and upon In the terms and conditions set forth herein, each Lender with a German Commitment severally agrees (A) that, on event that the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans average excess of (i) shall (subject to Section 2.14) be denominated in Euros; the aggregate unpaid principal amount of all Revolving Loans of all Banks and the aggregate Letter of Credit Obligations outstanding, over (ii) the Borrowing Base, shall be incurred equal to or greater than $10,000,000 for any period of two consecutive Fiscal Quarters, an amount of the Loans not less than such average excess, and maintained equal to the Loans borrowed for purposes of financing capital expenditures or acquisitions during the preceding four Fiscal Quarters shall be converted into a fully-amortizing term loan (the "Term Loan") with amortization rate of no greater than 6 years and a final maturity date of the Termination Date (which shall require a balloon payment). Upon such conversion, (x) the Overadvance Amount shall (as Euro Rate Loans; (iii) provided in the case definition thereof) be reduced to $0, (y) the proceeds of the Converted German Loans, Term Loan shall not exceed be applied to the extent necessary to the concurrent payment in aggregate full of the principal amount for any Lender at of the time Revolving Loans outstanding on the date of conversion thereof such conversion, and (z) the Commitments shall be deemed to be reduced by the amount of its German Commitment; and such Term Loan (iv) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaidratably, German Loans borrowed hereunder may not be reborrowedfor all Banks).

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatagrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrowers, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. BorrowerBorrowers, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; Type and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Second Restatement Effective Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the case product of (x) such Bank's Adjusted Percentage and (y) the Converted U.S. sum of (I) the aggregate amount of all Letter of Credit Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, (v) shall not exceed in aggregate principal amount for any Lender at on the time Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedBorrowers. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender with a German Commitment severally BTCo in its individual capacity agrees (A) that, to make at any time and from time to time on and after the Second Restatement Effective Date, each Existing German Loan made by such Existing Lender Date and prior to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Swingline Expiry Date, a term revolving loan or term revolving loans to the German Borrower (together with each Converted German Loan, each, a “German "Swingline Loan”)" and, collectively, the "Swingline Loans") to the Borrowers, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall be the joint and several obligations of each of the Borrowers. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be mademade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any of the Borrowers), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) by from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any German Lender in any instance where termination of the incurrence thereof would cause Revolving Loan Commitments pursuant to the Dollar Equivalent last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the German Loans (including any Converted German Loans) date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the aggregate purchasing Bank shall be required to pay BTCo interest on the principal amount of German participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German maintained as Base Rate Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) that, to make at any time on or after the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender Date and prior to the U.S. Borrower shall convert into Maturity Date a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan” and, collectively, the “Loans”)) to the Borrower, which U.S. Loans (i) shall bear interest in accordance with Section 1.07, (ii) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the case of the Converted U.S. Loansprovisions hereof, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for any Lender at the any time of conversion thereof that aggregate principal amount outstanding which, when added to the amount of its German Commitment; such Lender’s Percentage of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans) at such time, equals the Commitment of such Lender at such time and (ivv) shall not be made exceed for all Lenders at any time that aggregate principal amount outstanding which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans) at such time, equals the Total Commitment at such time; provided that on the Effective Date the Lenders’ Commitment shall not be required to be madeexceed One Hundred Eighty Five Million United States Dollars (US$185,000,000) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent and furthxx xxxxxxxx xxxx xxx Xxxxxxx’ Xxxxxxxxxx xxxxl not exceed sixty percent (x60%) of the German Loans Total Facility Amount until the earlier of (including any Converted German Loansi) the completion of such German Lender to exceed the amount of its German Commitment and (y) secondary syndication of the aggregate amount of German Loans Facility Amount or (including any Converted German Loansii) to exceed the Total German Commitment. Once repaidSeptember 30, German Loans borrowed hereunder may not be reborrowed2007.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees agrees, (A) that, on the Second Restatement Effective Date, each Existing U.S. Loan made by to convert an amount equal to such Existing Lender to the U.S. Borrower shall convert Bank's Percentage of all Original Loans outstanding on such date into a new term loan owing by the U.S. Borrower Loans (each a “Converted U.S. Loan”defined below) and (B) at any time and from time to make, time on and after the Second Restatement Effective Date and prior to the Maturity Date, to make a term revolving loan or term revolving loans (each a "Loan" and, collectively, the "Loans") to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Loans Loans: (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; ; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender which equals the Commitment of such Bank at the time of the conversion thereof the amount of its U.S. Commitment; and such time; (iv) shall not be made (and shall not be required exceed for the Banks at any time outstanding that aggregate principal amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. aggregate principal amount of Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed outstanding, equals the amount of its U.S. Commitment and (y) by which the aggregate amount of U.S. Loans (including any Converted U.S. Loans) Acquisition Basket Amount is reduced pursuant to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; clause (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, definition thereof; and (v) shall not exceed in for the Banks at any time outstanding that aggregate principal amount for any Lender at which, when added to the time of conversion thereof the aggregate principal amount of its German Commitment; and (iv) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) all Loans then outstanding plus all Letter of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed Credit Outstandings, equals the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowedCommitment less the Acquisition Basket Amount at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at any time outstanding that aggregate principal amount which, when added to the time product of (x) such Lender's RL Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (yI) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a German Commitment severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not be made exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (and x) the Swingline Lender shall not be required obligated to be made) make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) cash collateralizing such Defaulting Lender's or Lenders' RL Percentage of the German outstanding Swingline Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the aggregate waiver of such Default or Event of Default by the requisite Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of German Loans the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (including ii) whether any Converted German Loansconditions specified in Section 6 are then satisfied, (iii) to exceed whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total German CommitmentRevolving Loan Commitment at such time. Once repaidIn the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, German without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans borrowed hereunder may not as shall be reborrowednecessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, a term loan one or term more loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)", and collectively, the "Revolving Loans") to the Borrower, which U.S. Revolving Loans (i) shall be denominated made and maintained in U.S. Dollars; , (ii) shall, at the option of the U.S. Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except that, on the Effective Date, Revolving Loans may only be incurred and maintained as otherwise specifically provided in Section 2.10(b)Base Rate Loans, all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; (iii) in the case of the Converted U.S. if Eurodollar Loans, shall have such Interest Periods as are selected by the Borrower pursuant to Section 1.09, (iv) may be repaid and reborrowed in accordance with the provisions hereof, (v) shall not exceed in aggregate principal amount for any Lender at any time outstanding that aggregate principal amount which, when added to the time sum of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the aggregate principal amount of its U.S. Commitment all other Revolving Loans made by such Lender and then outstanding and (y) the product of (A) such Lender's Percentage and (B) the sum of (1) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) at such time and (2) the aggregate principal amount of all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time, and (vi) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to exceed the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a German Commitment severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated made and maintained in Euros; Dollars and as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time sum of conversion thereof (I) the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not be made exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (and x) the Swingline Lender shall not be required obligated to be made) make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) cash collateralizing such Defaulting Lender's or Lenders' Percentage of the German outstanding Swingline Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the aggregate waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders pro rata based on each Lender's Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of German Loans the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (including ii) whether any Converted German Loansconditions specified in Section 6 are then satisfied, (iii) to exceed whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total German CommitmentRevolving Loan Commitment at such time. Once repaidIn the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, German without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans borrowed as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of the participation so purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Final Maturity Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)"REVOLVING LOAN" and, collectively, the "REVOLVING LOANS") to one or more Borrowers, which U.S. Loans Revolving Loans: (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. requesting Borrower, be incurred and maintained as, and/or converted into, either Base Rate Loans or Eurodollar Eurocurrency Loans, provided PROVIDED that except all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.10(b)herein, all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; ; (ii) may be in Dollars or Eurocurrencies, at the option of the requesting Borrower; (iii) may be repaid and reborrowed in accordance with the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and provisions hereof; (iv) of any Bank at any time outstanding shall not be made (and shall not be required have an aggregate Original Dollar Amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause product of (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Bank's Percentage and (y) the sum of (I) the Original Dollar Amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding and (II) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(d)(i)) at such time); and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, (II) the Original Dollar Amount of all Swingline Loans (including any Converted U.S. Loansexclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) to exceed then outstanding and (III) the aggregate principal amount of all Bid Loans (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Revolving Loans then being incurred) then outstanding, exceeds the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time. (b) Subject to and upon the terms and conditions set forth herein, Bank of America in its individual capacity and the CAD Swingline Lender in its individual capacity each Lender with a German Commitment severally agrees (A) thatseverally, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (Bnot jointly) to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Swingline Expiry Date, a term loan Swingline Loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Swingline Loans, which German Swingline Loans (i) if made by Bank of America, shall be made to the Company and maintained in Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by Bank of America and acceptable to the Company (each a "USD OFFERED RATE LOAN") and, if made by the CAD Swingline Lender, shall be made to Sealed Air (Canada) and (subject to Section 2.141.01(c)) be denominated maintained in Euros; Canadian Dollars as Base Rate Loans or at a fixed rate (for a period not to exceed 30 days) as quoted by the CAD Swingline Lender and acceptable to the Company (each a "CAD OFFERED RATE LOAN"), (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) shall not exceed an Original Dollar Amount which, when added to the sum of (I) the Original Dollar Amount of all Revolving Loans (exclusive of Revolving Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred) then outstanding, (II) the aggregate principal amount of all Bid Loans outstanding at such time (exclusive of Bid Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred), (III) the Original Dollar Amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the respective incurrence of, the Swingline Loans then being incurred) and (IV) the aggregate amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Swingline Loan then being incurred), equals the Total Revolving Loan Commitment (after giving effect to any simultaneous reinstatement in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(d)(i)) at such time and (iv) in the case of the Converted German LoansBank of America, shall not exceed the Maximum Swingline Amount and, in aggregate the case of the CAD Swingline Lender, shall not exceed an Original Dollar Amount of $50,000,000. No Swingline Lender will make a Swingline Loan after it has received written notice from the Required Banks stating that a Default exists and specifically requesting that it not make any Swingline Loans, PROVIDED that the Swingline Lenders may continue making Swingline Loans at such time thereafter as the Default in question has been cured or waived in accordance with the requirements of this Agreement or the Required Banks have withdrawn the written notice described above in this sentence. In addition, no Swingline Lender shall be obligated to make any Swingline Loan at a time when a Bank Default exists unless such Swingline Lender shall have entered into arrangements satisfactory to it and the Company to eliminate such Swingline Lender's risk with respect to the Bank which is the subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans. (c) On any Business Day, either Swingline Lender may, in its sole discretion, give written notice to the Banks that its outstanding Swingline Loans (the outstanding principal amount for any Lender at of which (after conversion to Dollars, in the time case of conversion thereof the amount of its German Commitment; and (ivCAD Swingline Lender, as contemplated below) shall not be specified in such notice) shall be funded with a Borrowing of Revolving Loans (PROVIDED that in the case of Swingline Loans made by Bank of America such notice shall be deemed to have been automatically given upon the occurrence of a Default under Section 9.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 9), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (and each such Borrowing, a "MANDATORY BORROWING") shall not be required to be made) , in the case of Swingline Loans made by Bank of America, on the immediately succeeding Business Day and, in the case of Swingline Loans made by the CAD Swingline Lender, on the second succeeding Business Day, in each case by all Banks (without giving effect to any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) reductions of the German Commitments pursuant to the last paragraph of Section 9) PRO RATA based on each such Bank's Percentage (subject to the availability of Revolving Loans (including any Converted German Loans) of such German as provided in Section 1.01(a)(iv)), and the proceeds thereof shall be applied directly to the applicable Swingline Lender to exceed repay such Swingline Lender for such outstanding Swingline Loans. The CAD Swingline Lender shall, immediately prior to giving a notice of a Mandatory Borrowing as provided in the amount of immediately preceding sentence, convert its German Commitment and (y) outstanding Swingline Loans from Canadian Dollars to Dollars effective as of the aggregate amount date of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed.Mandatory Borrowing using the U.S.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatagrees, at any time and from time to time on and after the Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that that, (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; Type and (y) unless the Administrative Agent has reasonably determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day following the Initial Borrowing Date (or, if later, the last day of the third Interest Period referenced below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month (the first of which Borrowings may only be made on, or within five Business Days after, the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender which, when added to the product of (x) such Bank's Adjusted Percentage at such time and (y) the time sum of (I) the conversion thereof the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Bank at such time, and (iv) shall not be made (and shall not be required exceed for all Banks at any time outstanding that aggregate principal amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans aggregate amount of all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) of at such U.S. Lender to exceed the amount of its U.S. Commitment time and (y) the aggregate principal amount of U.S. all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedCommitment at such time. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender with a German Commitment severally BTCo in its individual capacity agrees (A) that, to make at any time and from time to time on and after the Restatement Effective Date, each Existing German Loan made by such Existing Lender Initial Borrowing Date and prior to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Swingline Expiry Date, a term revolving loan or term revolving loans to the German Borrower (together with each Converted German Loan, each, a “German "Swingline Loan”)" and, collectively, the "Swingline Loans") to the Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans made by Non-Defaulting Banks then out- standing and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Commitment at such time (after giving effect to any reductions to the Adjusted Total Commitment on such date) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Commitment or the Adjusted Total Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective participation is required to be made) by any German Lender in any instance where purchased and, to the incurrence thereof would cause extent attributable to the Dollar Equivalent (x) of purchased participation, shall be payable to the German Loans (including any Converted German Loans) of participant from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the aggregate purchasing Bank shall be required to pay BTCo interest on the principal amount of German participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German maintained as Base Rate Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) that, to make on and after the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender Date and prior to the U.S. Borrower shall convert into Final Maturity Date a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) " and (Bcollectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Loans Revolving Loans: (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; ; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of (x) such Bank's Adjusted Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitmentall Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time; and and (iv) shall not be made (and shall not be required exceed for all Banks at any time outstanding that aggregate principal amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans amount of all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) of at such U.S. Lender to exceed the amount of its U.S. Commitment time and (y) the aggregate principal amount of U.S. all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally the Swingline Bank in its individual capacity agrees (A) that, on to make at any time and from time to time after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Loans Swingline Loans: (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans; (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitmentall Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date); and and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all such Banks pro rata based on each such Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be made) by any German Lender in any instance where purchased and, to the incurrence thereof would cause extent attributable to the Dollar Equivalent (x) of purchased participation, shall be payable to the German Loans (including any Converted German Loans) of participant from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the aggregate purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of German participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German maintained as Base Rate Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) that, to make at any time on or after the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender Initial Borrowing Date and prior to the U.S. Borrower shall convert into Maturity Date a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Loan”)" and, collectively, the "Loans") to the Borrower, which U.S. Loans (i) shall bear interest in accordance with Section 1.07, (ii) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; (iii) may be repaid and reborrowed in accordance with the case of the Converted U.S. Loansprovisions hereof, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made exceed for any Lender at any time that aggregate principal amount outstanding which, when added to the amount of such Lender's Percentage of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Loans) at such time, equals the Commitment of such Lender at such time and (v) shall not be required exceed for all Lenders at any time that aggregate principal amount outstanding which, when added to be made) by any U.S. Lender in any instance where the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence thereof would cause of, the respective incurrence of Loans) at such time, equals the Total Commitment at such time; provided that, (x) if the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed Total Commitment equals $550,000,000, the aggregate amount of its U.S. Commitment Loans and Letters of Credit incurred on the Initial Borrowing Date shall not exceed $37,000,000 and (y) if the Total Commitment equals $450,000,000, the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally agrees (A) that, Letters of Credit incurred on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, Initial Borrowing Date shall not exceed in aggregate principal amount for any Lender at the time of conversion thereof the amount of its German Commitment; and (iv) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed$107,000,000.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of (x) such Bank's RL Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the pro- ceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (yI) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally the Swingline Bank agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time sum of conversion thereof (I) the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not be made exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (and x) the Swingline Bank shall not be required obligated to be made) make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the German outstanding Swingline Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the aggregate waiver of such Default or Event of Default by the Required Banks. (c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that the Swingline Bank's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of German Loans the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (including ii) whether any Converted German Loansconditions specified in Section 6 are then satisfied, (iii) to exceed whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total German CommitmentRevolving Loan Commitment at such time. Once repaidIn the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, German without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees that it shall forth- with purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans borrowed as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)respective Borrowers, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. respective Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that PROVIDED that, except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at any time outstanding that aggregate principal amount which, when added to the time product of (x) such Lender's Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Lender at such time and (iv) shall not be made exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any U.S. Lender in any instance where simultaneously with the incurrence thereof would cause of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the lesser of (x) the U.S. Loans Borrowing Base at such time (including any Converted U.S. Loansbased on the Borrowing Base Certificate last delivered) of such U.S. Lender to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedCommitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each the Swingline Lender with a German Commitment severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)respective Borrowers, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time sum of conversion thereof (I) the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the lesser of (A) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered) and (B) the Total Commitment at such time, and (iv) shall not be made exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (and x) the Swingline Lender shall not be required obligated to be made) make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) cash collateralizing such Defaulting Lender's or Lenders' Percentage of the German outstanding Swingline Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from any Borrower or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the aggregate waiver of such Default or Event of Default by the Required Lenders. (c) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders that the Swingline Lender's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders PRO RATA based on each Lender's Percentage (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding (i) the amount of German Loans the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (including ii) whether any Converted German Loansconditions specified in Section 6 are then satisfied, (iii) to exceed whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Borrowing Base or the Total German CommitmentCommitment at such time. Once repaidIn the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, German without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to any Borrower), then each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the respective Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans borrowed as shall be necessary to cause the Lenders to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Base Rate Loans hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a U.S. Commitment severally agrees (A) thatto make, on at any time and from time to time after the Restatement Effective Date and prior to the Expiry Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower or loans, (each a “Converted U.S. "Revolving Loan”) " and (Bcollectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, either Base Rate Loans or Eurodollar Loans, ; provided that except as otherwise specifically provided in Section 2.10(b1.11(b), all U.S. Revolving Loans comprising made by all the Banks pursuant to the same Borrowing shall at all times be consist of Revolving Loans of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of (x) such Bank's Adjusted Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Commitment of such Bank at such time and (iv) shall not be made (and shall not be required exceed for all Banks at any time outstanding that aggregate principal amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans amount of all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) of at such U.S. Lender to exceed the amount of its U.S. Commitment and time, (y) the aggregate principal amount of U.S. all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding and (z) the aggregate principal amount of all Competitive Bid Loans then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedCommitment at such time. (b) Subject to and upon the terms and conditions herein set forth hereinforth, Chase, in its individual capacity, agrees to make at any time and from time to time after the Effective Date and prior to the Expiry Date, a loan or loans to the Borrower, (each Lender with a German Commitment severally agrees "Swingline Loan," and collectively the "Swingline Loans"), which Swingline Loans (v) shall be made and maintained as (A) that, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and Base Rate Loans or (B) to make, Alternate Swingline Rate Loans (provided that on the Restatement Effective Datedate of any Mandatory Borrowing described below, a term loan or term loans all Swingline Loans giving rise to the German Borrower (together with each Converted German Loan, each, a “German Loan”such Mandatory Borrowing shall automatically become Base Rate Loans), which German Loans (iw) shall may be repaid and reborrowed in accordance with the provisions hereof, (subject to Section 2.14x) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans and all Competitive Bid Loans made by Non-Defaulting Banks then outstanding and all Letter of Credit Outstandings, an amount equal to the Adjusted Total Commitment then in effect (ivafter giving effect to any reductions to the Adjusted Total Commitment on such date) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) shall not exceed in aggregate principal amount the Maximum Swingline Amount. (c) On any Business Day, Chase may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 11.05), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the aggregate Commitments pursuant to the last paragraph of Section 11), and the proceeds thereof shall be applied directly to Chase to repay Chase for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by Chase notwithstanding (i) the amount of German the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 7 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Adjusted Total Commitment or Total Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), each Bank hereby agrees that it shall forthwith purchase from Chase such assignments in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages (determined before giving effect to any Converted German Loanstermination of the Commitments pursuant to the last paragraph of Section 11); provided that all interest payable on the Swingline Loans shall be for the account of Chase until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the assignee from and after such date of purchase. Notwithstanding anything to the contrary in this Section 1.01, Chase will not make a Swingline Loan after it has received written notice from any Bank that a Default exists. (d) Subject to and upon the terms and conditions herein set forth, each Bank severally agrees that the Borrower may incur a Competitive Bid Loan or Competitive Bid Loans pursuant to a Competitive Bid Borrowing from time to time on and after the Effective Date and prior to the Expiry Date; provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding principal amount of Competitive Bid Loans shall not exceed at any time outstanding, (x) the Maximum Competitive Bid Loan Amount and (y) when combined with the aggregate outstanding principal amount of all Revolving Loans and Swingline Loans then outstanding, plus the Letter of Credit Outstandings at such time, the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed.Commitment at

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatagrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of (x) such Bank's Adjusted Percentage and (y) the conversion thereof sum of (I) the aggregate principal amount of its U.S. Commitment; all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (II) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Available Revolving Loan Commitment of such Bank at such time and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and shall not be required to be made) by any U.S. Lender in any instance where simultaneously with the incurrence thereof would cause (x) of, the U.S. Loans (including any Converted U.S. respective incurrence of Revolving Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment then outstanding and (yII) the aggregate amount of U.S. Loans all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed at such time, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedAvailable Revolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally BTCo in its individual capacity agrees (A) that, to make at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, an amount equal to the Total Available Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be repaid with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks pro rata based on each Bank's Adjusted Percentage, and the proceeds of such Mandatory Borrowing shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the immediately preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Loan Commitment or the Adjusted Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Bank (other than BTCo) hereby agrees that it shall not forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such participations in the outstanding Swingline Loans as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective Adjusted Percentages, provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective participation is required to be made) by any German Lender in any instance where purchased and, to the incurrence thereof would cause extent attributable to the Dollar Equivalent (x) of purchased participation, shall be payable to the German Loans (including any Converted German Loans) of Bank purchasing same from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time that any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay to BTCo interest on the principal amount of the aggregate amount participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of German payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Base Rate Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, at any time and from time to time on or after the Restatement Effective Date and prior to the Final Maturity Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to one or more Borrowers, which U.S. Loans Revolving Loans: (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. requesting Borrower, be incurred and maintained as, and/or converted into, either Base Rate Loans or Eurodollar Eurocurrency Loans, provided that except all Revolving Loans made as part of the same Borrowing shall, unless otherwise specifically provided in Section 2.10(b)herein, all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; ; (ii) may be in Dollars or other Eurocurrencies, at the option of the requesting Borrower; (iii) may be repaid and reborrowed in accordance with the provisions hereof; (iv) of any Bank at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to such Bank's U.S. Dollar Equivalent of Letter of Credit Exposure (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the case Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(b)(i)) at such time; provided that, at the time of making of each of such Loans, each such Loan shall not have an Original Dollar Amount which, when added to the U.S. Dollar Equivalent of such Bank's Revolving Loans outstanding and Letter of Credit Exposure (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneous with the incurrence of, the Revolving Loans then being incurred) at such time, exceeds the Revolving Loan Commitment of such Bank (after giving effect to any simultaneous reinstatement in the Revolving Loan Commitment of such Bank on such date pursuant to Section 1.01(b)(i)) at such time; and (v) for all Banks at any time outstanding shall not have an aggregate Original Dollar Amount which, when added to the aggregate amount of the Converted U.S. LoansDollar Equivalent of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01(b)(i)) at such time; provided that, at the time of making thereof, such Loans shall not have an Original Dollar Amount which, when added to the U.S. Dollar Equivalent of the Revolving Loans of all Banks outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the Revolving Loans then being incurred) at such time, exceeds the Total Revolving Loan Commitment (after giving effect to any simultaneous increase in the Total Revolving Loan Commitment on such date pursuant to Section 1.01 (b)(i)) at such time. (i) The Company may from time to time, but no more often than once in a calendar quarter, request any Bank to agree, or to arrange for a Local Affiliate of such Bank to agree, to provide a Local Currency Commitment to any Subsidiary Borrower or to the Company (i) with respect to any currency which the Company has previously requested be designated as Eurocurrency and which request the Banks denied or (ii) if it is beneficial to the Company or such Subsidiary Borrower to avoid withholding tax to borrow Loans directly from a Bank (or a Local Affiliate of a Bank) in a foreign country, provided, that the sum of the aggregate amount of Local Currency Commitments in effect at any one time may not exceed $15,000,000 and that, at any time, there shall not exist more than 3 Local Currency Commitments outstanding. If a Bank is willing, in its sole discretion, to provide such a Local Currency Commitment, or is willing, in its sole discretion, to arrange to have a Local Affiliate of such Bank provide such a Local Currency Commitment, then such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Addendum, or, if such Bank has arranged to have such Local Affiliate provide such a Local Currency Commitment, such Local Affiliate, such Bank and such Subsidiary Borrower or the Company, as applicable, shall execute and deliver to the Administrative Agent a Local Currency Designation and Assignment Agreement. Such Local Currency Commitment shall be designated in Dollars, shall not exceed such Bank's Unutilized Revolving Loan Commitment at the time when such Local Currency Commitment goes into effect and, when added to such Bank's Revolving Loan Commitment, shall not exceed such Bank's Commitment. A Bank's Revolving Loan Commitment shall be automatically reduced to the extent that such Bank or any Local Affiliate of such Bank has from time to time in aggregate principal amount for effect any Lender Local Currency Commitment and such Bank's Revolving Loan Commitment shall be automatically reinstated to the extent that any such Local Currency Commitment expires or is terminated either in whole or in part, unless at the time of such expiration or termination the conversion thereof Revolving Loan Commitments of all Banks have terminated (in which case such Bank's Revolving Loan Commitment shall not be reinstated to any extent), by (i) 100% of such Local Currency Commitment, if there has been no reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect or (ii) such lesser percentage of such Local Currency Commitment that equals the quotient (expressed as a percentage) obtained by dividing the Total Revolving Loan Commitment as in effect on such day by the Total Revolving Loan Commitment as in effect on the day such Local Currency Commitment went into effect, if there has been a reduction in the Total Revolving Loan Commitment from the date such Local Currency Commitment went into effect. The Bank providing (whether directly or through its Local Affiliate) such Local Currency Commitment and the relevant Subsidiary Borrower or the Company, as applicable, shall provide the Administrative Agent five Business Days prior notice of any change in the amount of its U.S. any Bank's Local Currency Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) . Promptly upon receipt of such U.S. Lender to exceed notice, the Administrative Agent shall calculate the amount of such Bank's Revolving Loan Commitment after giving effect to such change. Upon its U.S. receipt of such notice, the Administrative Agent will notify the Company and the Banks of such change. The Company may on five Business Days' written notice to the Administrative Agent terminate in whole or in part any Local Currency Commitment and (y) from time to time provided that after giving effect to such termination, the aggregate amount outstanding portion of U.S. Original Dollar Amount of all Local Currency Loans (including any Converted U.S. Loans) to under such Local Currency Commitment shall not exceed the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedsuch Local Currency Commitment as so reduced. (bii) Subject to and upon the terms and conditions set forth hereinherein and in or pursuant to the applicable Local Currency Documentation, each Lender Bank with a German Local Currency Commitment and each Local Affiliate with a Local Currency Commitment severally agrees to make, at any time and from time to time on or after the Effective Date and prior to the Final Maturity Date (or such shorter period as may be specified in or pursuant to the applicable Local Currency Documentation), a loan or loans (each, a "Local Currency Loan" and, collectively, the "Local Currency Loans") to one or more Subsidiary Borrowers or the Company, as applicable, specified in the applicable Local Currency Documentation, which Local Currency Loans (A) shall not have an Original Dollar Amount exceeding the Local Currency Commitment specified in the applicable Local Currency Documentation; provided that, on the Restatement Effective Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for any Lender at the time of conversion thereof making of each of such Loans, each such Loan shall not have an Original Dollar Amount which, when added to the amount U. S. Dollar Equivalent of its German all Local Currency Loans outstanding under such Local Currency Commitment at such time, exceeds such Local Currency Commitment; , (B) may be repaid and reborrowed in accordance with the provisions hereof and of the applicable Local Currency Documentation, and (ivC) shall not be made have an Original Dollar Amount exceeding for all Banks and all such Local Affiliates at any time outstanding the Total Local Currency Commitment at such time. (iii) Each Local Currency Loan shall mature on such date, on or prior to the Final Maturity Date, as the applicable Borrower and Bank or such Bank's Local Affiliate shall not be required agree prior to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) making of such German Lender Local Currency Loan in or pursuant to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed.applicable Local Currency

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatagrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of (x) such Bank's Adjusted Percentage and (y) the conversion thereof sum of (I) the aggregate amount of its U.S. Commitment; all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Adjusted Available Revolving Loan Commitment of such Bank at such time and (iv) shall not be made (and shall not be required exceed for all Banks at any time outstanding that aggregate principal amount which, when added to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans aggregate amount of all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) of at such U.S. Lender to exceed the amount of its U.S. Commitment time and (y) the aggregate principal amount of U.S. all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedAvailable Revolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth hereinforth, each Lender with a German Commitment severally BTCo in its individual capacity agrees (A) that, to make at any time and from time to time on and after the Restatement Effective Date, each Existing German Loan made by such Existing Lender Initial Borrowing Date and prior to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Swingline Expiry Date, a term revolving loan or term revolving loans to the German Borrower (together with each Converted German Loan, each, a “German "Swingline Loan”)" and, collectively, the "Swingline Loans") to the Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings at such time, an amount equal to the Adjusted Total Available Revolving Loan Commitment at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date) and (iv) shall not exceed at any time outstanding the Maximum Swingline Amount. (c) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Available Revolving Loan Commitment or the Adjusted Total Available Revolving Loan Commitment at such time; provided that, in no event shall such Bank be required to make Revolving Loans in excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be mademade on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) by from BTCo such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon its respective Adjusted Percentages (determined before giving effect to any German Lender in any instance where termination of the incurrence thereof would cause Revolving Loan Commitments pursuant to the Dollar Equivalent last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the German Loans (including any Converted German Loans) date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the aggregate purchasing Bank shall be required to pay BTCo interest on the principal amount of German participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German maintained as Base Rate Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender Bank with a U.S. an A-1 Term Loan Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new make term loan owing by the U.S. Borrower loans (each a “Converted U.S. an "A-1 Term Loan”) " and (Bcollectively, the "A-1 Term Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)GWR, which U.S. A-1 Term Loans shall (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. BorrowerGWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar LoansLoans having such Interest Periods as are selected by GWR pursuant to Section 1.09, provided that except prior to the Syndication Date, A-1 Term Loans may only be incurred and maintained as otherwise specifically provided or converted into Eurodollar Loans if the Interest Period in Section 2.10(b)respect of such Eurodollar Loans is a Pre-Syndication Interest Period, all U.S. Loans comprising the same Borrowing shall at all times (ii) be of the same Type; made and maintained in Dollars, (iii) in be made on two separate dates, with an aggregate amount of A-1 Term Loans to be made on the case Initial Borrowing Date equal to (x) an amount equal to (A) the sum of the Converted U.S. LoansTotal A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total A-1 Term Loan Commitment on the Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, and an aggregate amount equal to the remainder of the A-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all A-1 Term Loans shall be made on the Initial Borrowing Date, and (iv) not exceed for any Bank, in initial aggregate principal amount, that amount for any Lender which equals the A-1 Term Loan Commitment of such Bank at the time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including before giving effect to any Converted U.S. Loans) of reductions thereto on such U.S. Lender date pursuant to exceed the amount of its U.S. Commitment and (y) the aggregate amount of U.S. Loans (including any Converted U.S. Loans) to exceed the Total U.S. CommitmentSection 3.03(a)). Once repaid, U.S. A-1 Term Loans borrowed incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender German Bank with a German an A-2 Term Loan Commitment severally agrees to make on the Initial Borrowing Date a term loan or term loans (each an "A-2 Term Loan" and collectively, the "A-2 Term Loans") to GGH, which A-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-2 Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all A-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iv) not exceed for any German Bank, in initial aggregate principal amount, that amount which equals the A-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with an A-3 Term Loan Commitment severally agrees to make on a single date occurring on or within one Business Day following the Initial Borrowing Date a term loan or term loans (each an "A-3 Term Loan" and collectively, the "A-3 Term Loans") to GWH, which A-3 Term Loans shall (i) be made and maintained in Pounds Sterling, (ii) at the option of GWH, be incurred and maintained as, and/or converted into, one or more Borrowings of A-3 Term Loans having such Interest Periods as are selected by GWH pursuant to Section 1.09, provided that prior to the Syndication Date, all A-3 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods, and (iii) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the A-3 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, A-3 Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a B-1 Term Loan Commitment severally agrees to make term loans (each a "B-1 Term Loan" and, collectively, the "B-1 Term Loans") to GWR, which B-1 Term Loans shall (i) be made and maintained in Dollars, (ii) at the option of GWR, be incurred and maintained as, and/or converted into, Base Rate Loans or one or more Borrowings of Eurodollar Loans having such Interest Periods as are selected by GWR pursuant to Section 1.09, provided that prior to the Syndication Date, B-1 Term Loans may only be incurred and maintained as or converted into Eurodollar Loans if the Interest Period in respect of such Eurodollar Loans is a Pre-Syndication Interest Period, (iii) be made on two separate dates, with an aggregate amount of B-1 Term Loans to be made on the Initial Borrowing Date equal to (x) an amount equal to (A) thatthe sum of the Total A-1 Term Loan Commitment plus the Total B-1 Term Loan Commitment minus (B) $61,500,000, multiplied by (y) a fraction the numerator of which is the Total B-1 Term Loan Commitment on the Restatement Effective Date and the denominator of which is the sum of the Total A-1 Term Loan Commitment and the Total B-1 Term Loan Commitment on the Effective Date, each Existing German Loan made by such Existing Lender and an aggregate amount equal to the German Borrower remainder of B-1 Term Loans to be made on the Merger Date, provided that if 6,135,061 or more shares of Holdings Common Stock are tendered pursuant to the Tender Offer (and the Torque Credit Agreement terminates undrawn in accordance with its terms), then all B-1 Term Loans shall convert into a new term loan owing by be made on the German Borrower (each a “Converted German Loan”) Initial Borrowing Date, and (Biv) not exceed for any Bank, in initial aggregate principal amount, that amount which equals the B-1 Term Loan Commitment of such Bank at the time of incurrence thereof (before giving effect to makeany reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-1 Term Loans incurred hereunder may not be reborrowed. (e) Subject to and upon the terms and conditions set forth herein, each German Bank with a B-2 Term Loan Commitment severally agrees to make on the Restatement Effective Initial Borrowing Date, a term loan or term loans (each a "B-2 Term Loan" and, collectively, the "B-2 Term Loans") to GGH, which B-2 Term Loans shall (i) be made and maintained in Euros, (ii) be made and maintained only by German Banks, (iii) at the option of GGH, be incurred and maintained as, and/or converted into, one or more Borrowings of B-2 Term Loans having such Interest Periods as are selected by GGH pursuant to Section 1.09, provided that prior to the Syndication Date all B-2 Term Loans shall have Interest Periods which are Pre-Syndication Interest Periods and (iv) not exceed for any German Borrower Bank, in initial aggregate principal amount, that amount which equals the B-2 Term Loan Commitment of such German Bank at the time of incurrence thereof (together before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, B-2 Term Loans incurred hereunder may not be reborrowed. (f) Subject to and upon the terms and conditions set forth herein, each Bank with each Converted German Loan, eacha Tranche 1 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a “German loan or loans (each a "Tranche 1 Revolving Loan”" and collectively the "Tranche 1 Revolving Loans"), which German Tranche 1 Revolving Loans (i) shall be made and maintained in such Approved Currency as is requested by the applicable Borrower, (subject ii) if denominated in Dollars, at the option of the applicable Borrower, shall be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that only Dollar denominated Tranche 1 Revolving Loans incurred by GWR and GIMC may be maintained as and/or converted into Base Rate Loans, (iii) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained as, and/or converted into, one or more Borrowings of Tranche 1 Revolving Loans, (iv) if Dollar denominated Eurodollar Loans or Alternate Currency Loans, shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 2.141.09, provided that prior to the Syndication Date all such Tranche 1 Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (v) may be denominated repaid and reborrowed in Euros; accordance with the provisions hereof, (vi) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all other Tranche 1 Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Tranche 1 Revolving Percentage and (B) the sum of (1) the aggregate amount of all Tranche 1 Letter of Credit Outstandings (exclusive of Unpaid Drawings in respect of Tranche 1 Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Tranche 1 Revolving Loans) at such time and (2) the aggregate Principal Amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding, equals the Tranche 1 Revolving Loan Commitment of such Bank at such time and (vii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Tranche 1 Swingline Loans (exclusive of Tranche 1 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 1 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000). (g) Subject to and upon the terms and conditions set forth herein, each German Bank with a Tranche 2 Revolving Loan Commitment severally agrees to make to one or more of the Borrowers (on a several basis) at any time and from time to time on or after the Initial Borrowing Date and prior to the Revolving Loan Maturity Date, a loan or loans (each a "Tranche 2 Revolving Loan" and collectively the "Tranche 2 Revolving Loans") which Tranche 2 Revolving Loans (i) shall be made and maintained only by German Banks, (ii) shall be made and maintained in such Approved Currency as is requested by the applicable Borrower, (iii) shall be incurred and maintained as Euro Eurodollar Loans, (iv) if denominated in an Alternate Currency, at the option of the applicable Borrower, shall be incurred and maintained, as and/or converted into, one or more Borrowings of Tranche 2 Revolving Loans, (v) shall have such Interest Periods as are selected by the applicable Borrower pursuant to Section 1.09, provided that prior to the Syndication Date all such Tranche 2 Revolving Loans shall have Interest Periods which are Pre-Syndication Interest Periods, (vi) may be repaid and reborrowed in accordance with the provisions hereof, (vii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for any Bank that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all other Tranche 2 Revolving Loans made by such Bank and then outstanding and (y) the product of (A) such Bank's Tranche 2 Revolving Percentage and (B) the sum of (1) the aggregate amount of all Tranche 2 Letter of Credit Outstandings (exclusive of Unpaid Drawings in respect of Tranche 2 Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, Tranche 2 Revolving Loans) at such time and (2) the aggregate Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding, equals the Tranche 2 Revolving Loan Commitment of such Bank at such time and (viii) shall not exceed (immediately after giving effect to the making thereof and the use of the proceeds thereof) for all Banks that aggregate Principal Amount which, when added to the sum of (x) the aggregate Principal Amount of all Tranche 2 Swingline Loans (exclusive of Tranche 2 Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Tranche 2 Revolving Loans) then outstanding and (y) the aggregate Principal Amount of all Tranche 1 Revolving Loans and Tranche 1 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000). (A) Subject to and upon the terms and conditions set forth herein, the Swingline Bank agrees to make at any time and from time to time after the Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to GWR and/or GIMC (on a several basis) (each, a "Tranche 1 Swingline Loan" and, collectively, the "Tranche 1 Swingline Loans"), which Tranche 1 Swingline Loans (v) shall be made and maintained in Dollars and as Base Rate Loans; , (iiiw) may be repaid and reborrowed in accordance with the provisions hereof, (x) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the proceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the case aggregate Principal Amount of all Tranche 1 Revolving Loans then outstanding and the Tranche 1 Letter of Credit Outstandings at such time, equals the Total Tranche 1 Revolving Loan Commitment then in effect (after giving effect to any changes thereto on such date), (y) shall not exceed (immediately after giving effect to any incurrence thereof and the use of the Converted German Loansproceeds of such incurrence) in aggregate Principal Amount that amount which, when combined with the aggregate Principal Amount of all Tranche 1 Revolving Loans then outstanding and the aggregate Principal Amount of all Tranche 2 Revolving Loans and Tranche 2 Swingline Loans then outstanding, equals $40,000,000 (or, on or prior to June 30, 2000, $25,000,000) and (z) shall not exceed in aggregate principal amount for Principal Amount at any Lender at time outstanding that Principal Amount which, when combined with the time aggregate Principal Amount of conversion thereof all Tranche 2 Swingline Loans then outstanding, equals the amount of its German Commitment; and (iv) Maximum Swingline Amount. The Swingline Bank shall not be made (obligated to make any Tranche 1 Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and shall not be required such Borrower to be made) by any German Lender in any instance where eliminate the incurrence thereof would cause the Dollar Equivalent (x) Swingline Bank's risk with respect to Defaulting Bank's or Banks' Tranche 1 Revolving Percentage of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowed.outstanding Tranche 1

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment severally agrees (A) thatagrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Loan”)" and, collectively, the "Loans") to the Borrower, which U.S. Loans (i) shall be denominated in U.S. Dollars; , (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Loans comprising the same Borrowing shall at all times be of the same Type; , (iii) may be repaid and reborrowed in accordance with the case of the Converted U.S. Loansprovisions hereof, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be exceed for any Lender at any time outstanding that aggregate principal amount which, when added to (I) the aggregate principal amount of all other then outstanding Loans made by such Lender and (and shall not be required to be madeII) by any U.S. Lender in any instance where the incurrence thereof would cause product of (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Lender's Percentage and (y) the aggregate amount of U.S. Loans all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Loans) to exceed at such time, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Commitment of such Lender with a German Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by at such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) time and (Bv) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in for all Lenders at any time outstanding that aggregate principal amount for any Lender at which, when added to (I) the time of conversion thereof the aggregate principal amount of its German Commitment; all Loans then outstanding and (ivII) shall not be made (and shall not be required to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans all Letter of Credit Outstandings (including any Converted German exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of Loans) to exceed at such time, equals the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowedCommitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Original Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; , (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Bank's RL Percentage and (y) the aggregate amount of U.S. Loans all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed at such time, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Revolving Loan Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by of such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for any Lender Bank at the such time of conversion thereof the amount of its German Commitment; and (iv) shall not be made (and shall not be required exceed for all Banks at any time outstanding that aggregate principal amount which, when added to be made) by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) of the aggregate amount of German Loans all Letter of Credit Outstandings (including any Converted German exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed at such time, equals the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatagrees, at any time and from time to time on and after the Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrower, which U.S. Loans Revolving Loans: (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (x) except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (y) unless the Agent has determined that the Syndication Date has occurred, no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred (whether pursuant to this Section 1.01(a) or by way of conversion pursuant to Section 1.06) prior to the 60th day after the Initial Borrowing Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and which Borrowing may only be made on a single date occurring on or prior to the fifth day following the Initial Borrowing Date); (ii) may be repaid and reborrowed in accordance with the provisions hereof; and (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Bank's Percentage and (y) the sum of (I) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Available Commitment of such Bank at such time. Notwithstanding anything to exceed the Total U.S. Commitment. Once repaidcontrary contained above, U.S. the aggregate principal amount of Revolving Loans borrowed hereunder incurred on the Initial Borrowing Date may not be reborrowedexceed $5,000,000. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally the Swingline Bank agrees (A) that, on to make at any time and from time to time after the Restatement Effective Date, each Existing German Loan made by such Existing Lender Initial Borrowing Date and prior to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Swingline Expiry Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German "Swingline Loan”)" and, collectively, the "Swingline Loans") to the Borrower, which German Loans Swingline Loans: (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans; (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with (x) the time aggregate principal amount of conversion thereof all Revolving Loans then outstanding and (y) the amount of its German Commitmentall Letter of Credit Outstandings at such time, an amount equal to the Total Available Commitment at such time (after giving effect to any reductions thereto on such date); and and (iv) shall not be made (and exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it to eliminate the Swingline Bank's risk with respect to the Bank which is subject of such Bank Default, including by cash collateralizing such Bank's Percentage of the outstanding Swingline Loans. Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make any Swingline Loan after receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Bank shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice, (ii) the waiver of such Default or Event of Default by the Required Banks or (iii) the Agent in good faith believes that such Default or Event of Default has ceased to exist. (c) On any Business Day, the Swingline Bank may, in its sole discretion, give notice to the Banks that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day from all Banks (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Available Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participations in the outstanding Swingline Loans as shall be necessary to cause such Banks to share in such Swingline Loans ratably based upon their respective Percentages (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10); provided, that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be made) by any German Lender in any instance where purchased and, to the incurrence thereof would cause extent attributable to the Dollar Equivalent (x) of purchased participation, shall be payable to the German Loans (including any Converted German Loans) of participant from and after such German Lender to exceed the amount of its German Commitment date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the aggregate purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of German participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German maintained as Base Rate Loans borrowed hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into make a new term loan owing by the U.S. Borrower or loans (each a “Converted U.S. "Revolving $ Loan”) and (B" and, collectively, the "Revolving $ Loans") to make, on the Restatement Effective Date, a term loan or term loans Company in an aggregate amount up to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)but not exceeding such Bank's Revolving Loan Commitment, which U.S. Loans Revolving $ Loans: (i) shall be denominated in U.S. Dollars; made at any time and from time to time on and after the Initial Borrowing Date and prior to the Final Maturity Date; (ii) shall, at the option of the U.S. BorrowerCompany, be incurred and maintained as, and/or converted into, $ Base Rate Loans or $ Eurodollar Loans, provided that that, except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving $ Loans comprising the same Borrowing shall at all times be of the same Type; ; (iii) may be repaid and reborrowed in accordance with the case of the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender at the time of the conversion thereof the amount of its U.S. Commitment; and provisions hereof; (iv) shall not be made (and shall not be required to be made) by exceed for any U.S. Lender in Bank at any instance where time outstanding the incurrence thereof would cause Revolving Loan Commitment of such Bank at such time less the product of (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Bank's Adjusted Percentage and (y) the sum of (I) the aggregate amount of U.S. Loans all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the borrowing of, Loans) to at such time, (II) the aggregate principal amount of all Swingline Loans then outstanding and (III) the Dollar Equivalent Amount of Revolving Loans at such time; and C/M 11752.0000 414856.1 (v) shall not exceed for all Banks at any time outstanding the Total U.S. Commitment. Once repaidRevolving Loan Commitment at such time less the sum of (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, U.S. and simultaneously with the borrowing of, Loans) at such time, (y) the aggregate principal amount of all Swingline Loans borrowed hereunder may not be reborrowedthen outstanding and (z) the Dollar Equivalent Amount of Revolving Loans at such time. (b) Subject to and upon the terms and conditions herein set forth hereinChase in its individual capacity agrees, each Lender with a German Commitment severally agrees (A) that, on at any time and from time to time after the Restatement Effective Initial Borrowing Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into make a new term loan owing by the German Borrower or loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans Company in an aggregate principal amount up to but not exceeding the German Borrower (together with each Converted German Loan, each, a “German Loan”), Swingline Commitment which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as $ Base Rate Loans, (ii) shall be incurred and maintained as Euro Rate Loans; not exceed at any time outstanding the Swingline Commitment, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding the time Total Revolving $ Loan Commitment then in effect less (x) the Dollar Equivalent Amount of conversion thereof the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding and (y) all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid at such time with the proceeds of, and simultaneously with the occurrence of, the borrowing of Loans) at such time, and (iv) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Expiry Date, all Swingline Loans shall be repaid in full. Chase shall not be made make any Swingline Loan after receiving a written notice from the Company or any Bank stating that a Default or an Event of Default exists and is continuing until such time as Chase shall have received written notice of (i) rescission of all such notices from the party or parties originally delivering such notice (which notice of rescission such Person or Persons shall deliver to Chase promptly upon the discontinuance of such Default or Event of Default) or (ii) the waiver of such Default or Event of Default in accordance with this Agreement. Also, Chase shall have no obligation to make any Swingline Loan in the event a Bank Default exists unless Chase has entered into arrangements satisfactory to it and shall not be required the Company to be made) eliminate Chase's risk with respect to any such Defaulting Bank's or Banks' obligations to fund Mandatory Borrowings, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) collateralizing such Defaulting Bank's or Banks' Adjusted Percentages of the German Swingline Loans outstanding from time to time. On any Business Day, Chase may, in its sole discretion, give notice to the Banks that all then outstanding Swingline Loans shall be funded with a Borrowing of Revolving $ Loans (including any Converted German Loans) provided that such notice shall be deemed to have been automatically given upon the occurrence of such German Lender to exceed the amount an Event of its German Commitment and (y) Default under Section 11.05), in which case a Borrowing of the aggregate amount of German Revolving $ Loans constituting $ Base Rate Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaideach such Borrowing, German Loans borrowed hereunder may not be reborrowed.a C/M 11752.0000 414856.1

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Final Maturity Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term revolving loan owing by the U.S. Borrower or revolving loans (each a “Converted U.S. "Revolving Loan”) and (B" and, collectively, the "Revolving Loans") to make, on the Restatement Effective Date, a term loan or term loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. Loan”)Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided PROVIDED that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; Type and (B) no Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (x) such Bank's RL Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (III) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding, equals the Converted U.S. Loans, shall not exceed in aggregate principal amount for any Lender Revolving Loan Commitment of such Bank at the such time of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the sum of (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment and (yI) the aggregate amount of U.S. all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (II) the aggregate principal amount of all Swingline Loans (including any Converted U.S. exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed then outstanding and (III) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Commitment severally the Swingline Bank agrees (A) thatto make, at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, each Existing German Loan made by such Existing Lender to the German Borrower shall convert into a new term revolving loan owing by the German Borrower or revolving loans (each a “Converted German "Swingline Loan”) and (B" and, collectively, the "Swingline Loans") to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”)Borrower, which German Swingline Loans (i) shall (subject to Section 2.14) be denominated in Euros; made and maintained as Base Rate Loans, (ii) shall may be incurred repaid and maintained as Euro Rate Loans; reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for at any Lender at time outstanding, when combined with the time sum of conversion thereof (I) the aggregate principal amount of its German Commitment; all Revolving Loans then outstanding, (II) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings in excess of $15,000,000 (or the Dollar Equivalent thereof in the case of Foreign Subsidiary Third Party Borrowings incurred in a currency other than Dollars) then outstanding and (III) the aggregate amount of all Letter of Credit Outstandings at such time, an amount equal to the Total Revolving Loan Commitment at such time, and (iv) shall not be made exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(b), (and x) the Swingline Bank shall not be required obligated to be made) make any Swingline Loans at a time when a Bank Default exists unless the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Bank's risk with respect to the Defaulting Bank's or Banks' participation in such Swingline Loans, including by any German Lender in any instance where the incurrence thereof would cause the Dollar Equivalent (x) cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the German outstanding Swingline Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment and (y) the Swingline Bank shall not make any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is con tinuing until such time as the Swingline Bank shall have received written notice (I) of rescission of all such notices from the party or parties originally delivering such notice or (II) of the aggregate waiver of such Default or Event of Default by the Required Banks. (c) On any Business Day, the Swingline Bank may, in its sole dis cretion, give notice to the Banks that the Swingline Bank's outstanding Swingline Loans shall be funded with one or more Borrowings of Revolving Loans (PROVIDED that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks PRO RATA based on each Bank's RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay the Swingline Bank for such outstanding Swingline Loans. Each Bank hereby irre vocably agrees to make Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Bank notwithstanding (i) the amount of German Loans the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (including ii) whether any Converted German Loansconditions specified in Section 6 are then satisfied, (iii) to exceed whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Borrowing, (v) the amount of the Total German CommitmentRevolving Loan Commitment at such time and (vi) the aggregate principal amount of all Foreign Subsidiary Third Party Borrowings outstanding at such time. Once repaidIn the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, German without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each Bank hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Bank such participa tions in the outstanding Swingline Loans borrowed as shall be necessary to cause the Banks to share in such Swingline Loans ratably based upon their respective RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Bank until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actu ally made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder may not be reborrowedfor each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a U.S. Commitment Bank severally agrees (A) that, on the Restatement Effective Date, each Existing U.S. Loan made by such Existing Lender to the U.S. Borrower shall convert into a new term loan owing by the U.S. Borrower (each a “Converted U.S. Loan”) and (B) to make, at any time and from time to time on and after the Restatement Effective Initial Borrowing Date and prior to the Final Maturity Date, a term revolving loan or term revolving loans to the U.S. Borrower (together with each Converted U.S. Loan, each, a “U.S. "Revolving Loan”)" and, collectively, the "Revolving Loans") to the Borrower, which U.S. Revolving Loans (i) shall be denominated in U.S. Dollars; (ii) shall, at the option of the U.S. Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 2.10(b1.10(b), all U.S. Revolving Loans comprising the same Borrowing shall at all times be of the same Type; Type and (B) no Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 60th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) in the case of the Converted U.S. Loans, shall not exceed in for any Bank at any time outstanding that aggregate principal amount for any Lender at which, when added to the time product of the conversion thereof the amount of its U.S. Commitment; and (iv) shall not be made (and shall not be required to be made) by any U.S. Lender in any instance where the incurrence thereof would cause (x) the U.S. Loans (including any Converted U.S. Loans) of such U.S. Lender to exceed the amount of its U.S. Commitment Bank's Adjusted Percentage and (y) the aggregate amount of U.S. Loans all Letter of Credit Outstandings (including any Converted U.S. exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) to exceed at such time, equals the Total U.S. Commitment. Once repaid, U.S. Loans borrowed hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Lender with a German Revolving Loan Commitment severally agrees (A) that, on the Restatement Effective Date, each Existing German Loan made by of such Existing Lender to the German Borrower shall convert into a new term loan owing by the German Borrower (each a “Converted German Loan”) and (B) to make, on the Restatement Effective Date, a term loan or term loans to the German Borrower (together with each Converted German Loan, each, a “German Loan”), which German Loans (i) shall (subject to Section 2.14) be denominated in Euros; (ii) shall be incurred and maintained as Euro Rate Loans; (iii) in the case of the Converted German Loans, shall not exceed in aggregate principal amount for any Lender Bank at the such time of conversion thereof the amount of its German Commitment; and (iv) shall not be made exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and shall not be required to be made) by any German Lender in any instance where simultaneously with the incurrence thereof would cause of, the Dollar Equivalent respective incurrence of Revolving Loans) at such time, equals the lesser of (x) of the German Loans (including any Converted German Loans) of such German Lender to exceed the amount of its German Commitment Borrowing Base then in effect and (y) of the aggregate amount of German Loans (including any Converted German Loans) to exceed the Total German Commitment. Once repaid, German Loans borrowed hereunder may not be reborrowedRevolving Loan Commitment at such time.