Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. (a) Each Tranche B Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the Credit Agreement, to make a Tranche B Loan to the Borrowers on the Tranche B Funding Date (as defined below) in a principal amount not to exceed the amount set forth opposite such Tranche B Lender’s name on Schedule 1.1(f) as such Tranche B Lender’s “Tranche B Commitment” (with respect to each Tranche B Lender, the “Tranche B Commitment”); provided that the amount required to be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% of the stated principal amount of such Tranche B Lender’s Tranche B Loan. (b) The Tranche B Loans shall be designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon the earlier of (i) the funding thereof on the Tranche B Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012. (ii) Any ABR Loan which is a Tranche B Loan shall have an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the Administrative Agent after the Tranche B Funding Date, for the benefit of the Tranche B Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Tranche B Funding Date, multiplied by (y) the percentage set forth below opposite such Tranche B Loan Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts of the Tranche B Loans, including interest payable thereon, shall be due and payable on March 19, 2019 (or, if not a Business Day, the immediately preceding Business Day) (the “Tranche B Maturity Date”). (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche B Loans. (a) Each Tranche B Lender hereby severally agrees, on the terms and subject to the conditions limitations set forth in subsection 2.1A(iii) below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Borrowers, as joint and several obligors, from time to time during the period from the Effective Date to but excluding the Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate Commitments to be used for the purposes identified in subsection 2.5A. Each Tranche B Lender's commitment to make Tranche B Loans to Borrowers pursuant to this subsection 2.1A is herein called its "Tranche B Commitment" and such commitments of all Tranche B Lenders in the Credit Agreement, to make a aggregate are herein called the "Tranche B Loan to the Borrowers on the Commitments." The amount of each Lender's Tranche B Funding Commitment as of the Effective Date (as defined below) in a principal amount not to exceed the amount is set forth opposite such Tranche B Lender’s its name on Schedule 1.1(f) as such 2.1 hereto and the aggregate Tranche B Lender’s “Tranche B Commitment” (with respect to each Tranche B LenderCommitments as of the Effective Date is $10,350,000; provided, the “Tranche B Commitment”); provided that the amount required to be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% of the stated principal amount of such Tranche B Lender’s Tranche B Loan. (b) The Tranche B Loans shall be designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon be reduced from time to time by the earlier amount of (i) the funding thereof any reductions thereto made pursuant to subsection 2.4. Each Lender's Tranche B Commitment shall expire on the Tranche B Funding Commitment Termination Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012. (ii) Any ABR Loan which is a Tranche B Loan shall have an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the Administrative Agent after the Tranche B Funding Date, for the benefit of the Tranche B Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding all Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Tranche B Funding Date, multiplied by (y) the percentage set forth below opposite such Tranche B Loan Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, and all outstanding principal other amounts of the Tranche B Loans, including interest payable thereon, owed hereunder shall be due paid in full no later than that date. Amounts borrowed under this subsection 2.1A may be repaid and payable on March 19, 2019 (or, if not a Business Day, reborrowed to but excluding the immediately preceding Business Day) (the “Tranche B Maturity Commitment Termination Date”). (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche B Loans. (ai) Each Tranche B Lender hereby agrees, on On the terms and subject to the conditions set forth herein and contained in the Credit this Agreement, each Tranche B Lender under the Tranche B Facility agrees to make loans (each a “Tranche B Loan”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Revolving Credit Termination Date in Dollars in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Tranche B Lender’s Commitment; provided, however, that at no time shall any Tranche B Lender be obligated to make a Tranche B Loan to in excess of such Lender’s Ratable Portion of the Borrowers on Available Credit. Within the Tranche B Funding Date (as defined below) in a principal amount not to exceed the amount set forth opposite such limits of each Tranche B Lender’s name on Schedule 1.1(f) as such Tranche B Lender’s “Tranche B Commitment” (with respect to each Tranche B Lender, the “Tranche B Commitment”); provided that the amount required to be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% amounts of the stated principal amount of such Tranche B Lender’s Tranche B Loan. (b) The Tranche B Loans shall repaid may be designated as a new Tranche reborrowed under the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon the earlier of (i) the funding thereof on the Tranche B Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012this Section 2.1. (ii) Any ABR Loan which is a Tranche B Loan Upon the occurrence and during the continuance of an Event of Default, the Fronting Lender shall have the absolute right to be reimbursed from the Credit-Linked Deposit Account an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay amount equal to the Administrative Agent after the Tranche B Funding Date, for the benefit of the Tranche B Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Tranche B Loans equal (whether made pursuant to this clause (xb) or deemed made pursuant to Section 2.3(e) (Swing Loans) or Section 2.4(h) (Letters of Credit)) and participations in outstanding Swing Loans of the Fronting Lender. Each Tranche B Investor hereby authorizes the withdrawal, and the Administrative Agent hereby agrees to withdraw, from the Credit-Linked Deposit Account (and to debit such Tranche B Investor’s Sub-Account in the amount of) each such Tranche B Investor’s Tranche B Ratable Portion of such outstanding principal amount of Tranche B Loans on and participations in outstanding Swing Loans for payment to the Fronting Lender. Subject to the redeposit provisions set forth below, following such withdrawal and reimbursement, each Tranche B Funding Date, multiplied by Investor will become a Tranche B Lender (ywithout a commitment) to the percentage set forth below opposite extent of such withdrawal (and such withdrawal and payment shall not alter the obligation of the Borrower to repay all or any portion of such Tranche B Loans and Swing Loans, together with interest thereon, all as provided herein). So long as the Commitments shall not have terminated, promptly following receipt by the Administrative Agent of any payment from a Loan Repayment Date Party in respect of such Loans and participations after such withdrawals and reimbursement, the Administrative Agent shall redeposit such amount into the Credit-Linked Deposit Account (a “and credit each Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts of the Investor’s Sub-Account for such Tranche B Loans, including interest payable thereon, shall be due and payable on March 19, 2019 (or, if not a Business Day, the immediately preceding Business Day) (the “Investor’s Tranche B Maturity Date”Ratable Portion of such redeposited amount). (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche B Loans. (a) Each Tranche B Lender hereby agrees, on Subject to and upon the terms and subject to the conditions set forth herein and in the Credit Agreementcontained herein, to make a Tranche B Loan Lender (i) has made the Tranche B Loans to Borrower on October 19, 2005 in an amount equal to the Borrowers Tranche B Borrowing Base as in effect on the date hereof and (ii) agrees to make Tranche B Loans to Borrower on the Tranche B Funding Borrowing Base Increase Date (as defined below) in a principal an amount not equal to exceed the amount set forth opposite such Supplemental Tranche B Lender’s name Borrowing Base as then in effect based on Schedule 1.1(f) as such Tranche B Lender’s “Tranche B Commitment” (with respect the most recent calculation thereof prior to each Tranche B Lender, the “Tranche B Commitment”); provided that the amount required to be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% of the stated principal amount date of such Tranche B Lender’s Loans. Any amounts repaid in respect of the Tranche B LoanLoans may be reborrowed up to the amount of the Tranche B Borrowing Base as then in effect upon not less than three (3) Business Days’ prior written notice by Borrower to Tranche B Loan Lender and Agent. (bi) The Subject to Section 6.4 hereof, Borrower shall pay to Agent, for the benefit of Tranche B Loan Lender, interest on the outstanding principal amount of the Tranche B Loans at the Tranche B Loan Interest Rate. All interest accruing with respect to the Tranche B Loans hereunder on and after the Maturity Date or the date of any Event of Default or termination hereof shall be payable on demand in accordance with Section 6.4 hereof. (ii) All interest charges related to the Tranche B Loans shall be designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (iA) The Tranche B Commitments shall terminate calculated based upon the earlier of (i) the funding thereof on the Tranche B Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012. (ii) Any ABR Loan which is a applicable Tranche B Loan shall have an Applicable ABR Margin Interest Rate, (B) calculated on the basis of 3.00% per annuma three hundred sixty (360) day year and actual days elapsed and (C) paid monthly in arrears to Agent on the first day of each calendar month, or at Agent’s option, charged to Borrower’s account(s) maintained by Agent as of the first day of each calendar month subject to Section 6.4 hereof. (iii) Any LIBOR Loan which is a In no event shall charges constituting interest payable by Borrower to Agent, for the benefit of Tranche B Loan Lender, exceed the maximum amount or the rate permitted under any applicable law or regulation, and if any such part or provision of this Agreement or any of the other Financing Agreements is in contravention of any such law or regulation, such part or provision shall have an Applicable LIBOR Margin of 4.00% per annumbe deemed amended to conform thereto. (ivc) The Borrowers shall, jointly and severally, repay to In the Administrative Agent after event that the aggregate principal amount of the Tranche B Funding DateLoans outstanding at any time exceeds the Tranche B Borrowing Base after giving effect to any regularly scheduled monthly reduction thereof, Borrower shall immediately repay to Tranche B Loan Lender the entire amount of any such excess, subject to the terms of Section 6.4 hereof. (d) Borrower shall not make any prepayments in respect of the Tranche B Loans other than the mandatory prepayments required under Section 2.4(c) above; except, that, Borrower may make voluntary prepayments of the Tranche B Loans with the prior written consent of Agent as to any such prepayment or upon the satisfaction of each of the following conditions: (i) as of the date of any such prepayment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing and (ii) immediately after giving effect to any such prepayment, Excess Availability shall be not less than $5,000,000. (e) Borrower agrees to pay Agent for the benefit of the Tranche B Lenders, on each date Loan Lender the fees and other amounts set forth below (or, if not a Business Day, in the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”)Fee Letter in the amounts and at the time specified therein. (f) Agent, a principal amount in respect on behalf of Borrower, agrees to record the then-outstanding Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Register referred to in Section 14.7(c) hereof. Any Tranche B Funding Date, multiplied Loans recorded on the Register (the “Registered Tranche B Loans”) may not be evidenced by a promissory note other than a Registered Tranche B Loan Note (y) as defined below). Upon the percentage set forth below opposite registration of such Tranche B Loan, any promissory note (other than a Registered Tranche B Loan Repayment Date Note) evidencing the same shall be null and void and shall be returned to Borrower. Borrower agrees, at the request of Tranche B Loan Lender, to execute and deliver to Tranche B Loan Lender a promissory note in registered form reasonably acceptable to Tranche B Loan Lender to evidence such Tranche B Loans (that is, containing registered note language) and registered as provided in Section 14.7(c) hereof (a “Registered Tranche B Loan Repayment AmountNote”): June 30), 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything payable to the contrary contained herein, all outstanding principal amounts order of the Tranche B LoansLoan Lender and otherwise duly completed. Once recorded on the Register, including interest payable thereon, shall the Obligations evidenced by such Registered Tranche B Loan Note may not be due removed from the Register so long as it remains outstanding and payable on March 19, 2019 (or, if a Registered Tranche B Loan Note may not be exchanged for a promissory note that is not a Business Day, the immediately preceding Business Day) (the “Registered Tranche B Maturity Date”)Loan Note. (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche B Loans. (a) Each Upon the terms and conditions and relying on the representations and warranties contained in this Agreement and the other Loan Documents, each Tranche B Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the Credit Agreement, severally agrees to make Loans (each a "Tranche B Loan to the Borrowers on Loan") during the Tranche B Funding Date (as defined below) Commitment Period on a revolving basis to or for the benefit of the Borrowers, or any combination of them, in a an aggregate principal amount not to exceed at any time outstanding the amount set forth opposite lesser of the Tranche B Facility Amount of such Tranche B Lender’s name on Schedule 1.1(f) as Lender or the Percentage Share of such Tranche B Lender’s “Lender of the Tranche B Commitment” Borrowing Base then in effect (with respect to for each Tranche B Lender, the “its "Tranche B Commitment”"); provided provided, however, that Tranche B Obligations shall not exceed at any time the lesser of (y) the Tranche B Commitment Amount or (z) the difference between the Tranche B Borrowing Base then in effect minus the Borrowing Base then in effect. Tranche B Loans shall be made from time to time on any Business Day designated by the Borrowers in a Tranche B Borrowing Request but only to the extent such Tranche B Loan requested exceeds the Available Tranche A Commitment at such time. (b) Subject to the terms of this Agreement, during the Tranche B Commitment Period, the Borrowers may borrow, repay, and reborrow and convert Tranche B Loans of one type or with one Interest Period into Tranche B Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the case of Base Rate Loans, shall be in an amount required at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Tranche B Loan of a different type or, in the case of a LIBO Rate Tranche B Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Tranche B Loan or Interest Period. Anything in this Agreement to the contrary notwithstanding, the aggregate principal amount of LIBO Rate Tranche B Loans having the same Interest Period shall be at least equal to $1,000,000; and if any LIBO Rate Loan would otherwise be in a lesser principal amount for any period, such Tranche B Loan shall be a Base Rate Loan during such period. (c) Not later than noon, Eastern Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing of a Tranche B Loan, each Tranche B Lender shall make available to the Agent an amount equal to the Percentage Share of such Tranche B Lender of the borrowing to be funded made on such date, at an account designated by the Agent, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrowers in immediately available funds by no later than 1:00 p.m. Eastern Standard or Daylight Savings Time, as the case may be, in an account designated from time to time by the Borrowers. All Tranche B Loans by each Tranche B Lender with respect shall be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Tranche B Note of such Lender. (d) The failure of any Tranche B Lender to its make any Tranche B Loan required to be made by it hereunder shall not relieve any other Tranche B Lender of its obligation to make any Tranche B Loan required to be made by it, and no Tranche B Lender shall be equal to 98.50% responsible for the failure of the stated principal amount of such any other Tranche B Lender’s Lender to make any Tranche B Loan. (be) The Borrowers shall have the right at any time and from time to time, upon three (3) Business Days' prior and irrevocable written notice to the Agent, to terminate or reduce the Tranche B Loans shall Commitments without premium or penalty, in whole or in part, any partial termination to be designated as a new Tranche under the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon in an amount not less than $1,000,000 as determined by the earlier Borrowers and in integral multiples of (i) the funding thereof on the Tranche B Funding Date (as defined below) $1,000,000, and (ii) 5:00 p.m. allocated (London timeA) on March 19, 2012. (ii) Any ABR Loan which is a Tranche B Loan shall have an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the Administrative Agent after either ratably among the Tranche B Funding Date, for Lenders in proportion to their respective Tranche B Commitments; or (B) in the benefit case of a termination of the Tranche B LendersCommitment of a dissenting Tranche B Lender pursuant to Section 2.12(h), on each date set forth below (orallocated solely to such Tranche B Lender; provided, if that the Tranche B Commitment Amounts may not a Business Day, be reduced to an amount less than the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Balance. The Agent shall give prompt notice to each Tranche B Loans equal to (x) the outstanding principal amount Lender of Tranche B Loans on the Tranche B Funding Date, multiplied by (y) the percentage set forth below opposite such Tranche B Loan Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts any termination or reduction of the Tranche B Loans, including interest payable thereon, shall be due and payable on March 19, 2019 (or, if not a Business Day, the immediately preceding Business Day) (the “Tranche B Maturity Date”). (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary Commitments. Any termination of the Tranche B Signing Date. From Commitments pursuant to this Section 2.3(e) is permanent and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaidnot be revoked.

Tranche B Loans. (a) Each Tranche B Lender hereby agreesseverally agrees to lend to Borrowers, on a joint and several basis, from time to time during the terms and subject period from the date of entry of the Interim Borrowing Order to but excluding the conditions set forth herein and in Termination Date an aggregate amount not exceeding its Pro Rata Share of the Credit Agreement, to make a Tranche B Loan to the Borrowers on aggregate amount of the Tranche B Funding Date (Commitments as defined below) Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a principal condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount not to exceed the amount of each Lender's Tranche B Commitment is set forth opposite such Tranche B Lender’s its name on Schedule 1.1(f) as such 2.1 annexed hereto and the aggregate original amount of the Tranche B Lender’s “Tranche B Commitment” (with respect to each Tranche B Lender, the “Tranche B Commitment”)Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount required of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be funded by each drawn under the Existing L/Cs (and any reduction of the Tranche B Lender Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to its Tranche B Loan shall be equal to 98.50% of the stated principal amount of such Tranche B Lender’s Tranche B Loan. (b) The Tranche B Loans shall be designated as a new Tranche under and the Credit Agreement, with terms and provisions identical to the Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the earlier contrary notwithstanding, in no event shall the Total Utilization of (i) the funding thereof on Tranche B Commitments at any time exceed the Tranche B Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012Commitments then in effect. (ii) Any ABR Loan which is a Tranche B Loan shall have an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the Administrative Agent after the Tranche B Funding Date, for the benefit of the Tranche B Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Tranche B Funding Date, multiplied by (y) the percentage set forth below opposite such Tranche B Loan Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts of the Tranche B Loans, including interest payable thereon, shall be due and payable on March 19, 2019 (or, if not a Business Day, the immediately preceding Business Day) (the “Tranche B Maturity Date”). (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be permitted to voluntarily prepay the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaid.

Tranche B Loans. (ai) Each Tranche B Lender hereby agrees, Interest shall accrue on the terms and subject to the conditions set forth herein and in the Credit Agreement, to make a unpaid --------------- principal amount of each Tranche B Loan from the date of the Borrowing thereof until the maturity thereof (whether by acceleration or otherwise), at a rate per annum (the "Tranche B Rate") equal to the Borrowers seventeen and one-half percent (17.5%). -------------- (ii) All accrued and unpaid interest on the Tranche B Funding Loans shall compound quarterly on each Quarterly Payment Date and, to the extent permitted by applicable law, if not paid in cash as provided in paragraph (iii) below, shall continue to accrue and compound as defined belowaforesaid until paid in cash. (iii) On any Quarterly Payment Date occurring on or after March 31, 2001, the Borrower shall pay in a principal amount not to exceed cash all interest on the amount set forth opposite such outstanding Tranche B Lender’s name Loans which shall have accrued from and after January 1, 2001 at the rate of twelve percent (12.0%) per annum (or such lesser amount of such accrued unpaid interest on Schedule 1.1(f) as such the Tranche B Lender’s “Tranche B Commitment” Loans as the Borrower shall be permitted to make in compliance with the following conditions), if as of the Most Recent Reference Period: (A) the Borrower shall have repaid in full all principal amounts of the Term Loans deferred through such Quarterly Payment Date pursuant to the Amendment Agreement and the amendment and restatement of this Agreement on the Restatement Effective Date; (B) the Borrower shall have satisfied in accordance with this Agreement all its obligations with respect to each the payment of any and all accrued unpaid interest on the Loans through and including such Quarterly Payment Date; (C) as of such Quarterly Payment Date, after giving effect to payment of such accrued unpaid interest on the Tranche B LenderLoans and after giving effect to all other payments to be made on such Quarterly Payment Date, and any Revolving Loans to be made on such date and any Letter of Credit to be issued on such date, the “Tranche B Commitment”); provided that the amount required to be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% sum of the stated aggregate principal amount of the Revolving Loans then outstanding, plus the Letter of Credit Outstandings at such Tranche B Lender’s Tranche B Loantime, shall not exceed the Borrowing Base then in effect; (D) after giving effect to the payment of such accrued unpaid interest, the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.9 and 10.10 of this Agreement for the Most Recent Reference Period, determined as if such interest payment was made during such Most Recent Reference Period; and (E) no Default or Event of Default shall be continuing as of such Quarterly Payment Date, nor shall any Default or Event of Default occur or be continuing after giving effect to the making of such payment of accrued unpaid interest. (biv) The All accrued unpaid interest on the Tranche B Loans shall be designated as a new Tranche under the Credit Agreementdue and payable in full, with terms and provisions identical to the Tranche A-1 Loansin cash, except as set forth below: (i) The Tranche B Commitments shall terminate upon the earlier to occur of (ix) the funding thereof on the Tranche B Funding Maturity Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012. (ii) Any ABR Loan which is a Tranche B Loan shall have an Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the Administrative Agent after the Tranche B Funding Date, for the benefit or upon any earlier acceleration of the Tranche B Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business DayLoans in accordance with this Agreement) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Tranche B Funding Date, multiplied by or (y) 95 days after the percentage set forth below opposite such Tranche B Loan Final Continuing Obligations Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts of the Tranche B Loans, including interest payable thereon, shall be due and payable on March 19, 2019 (or, if not a Business Day, the immediately preceding Business Day) (the “Tranche B Maturity Date”)has occurred. (v) The Tranche B Loans shall have a Weighted Average Yield of 5.46%. (viExcept for payments required to be made in accordance with Sections 2.08(b)(iii) The Borrowers and 2.08(b)(iv), the Borrower shall not be permitted to voluntarily prepay make any payment of accrued and unpaid interest on the Tranche B Loans prior to the first anniversary of the Tranche B Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Term Loans at 100% of the principal amount thereof and accrued interest to the date of payment plus, if such prepayment occurs on or after the first but prior to the second anniversary of the Tranche B Signing Date, a prepayment premium equal to 1.00% of the principal amount so prepaidLoans.