Common use of Tranche B Term Loans Clause in Contracts

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. Bermuda Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Bermuda Borrower pursuant to a single drawing on the Restatement Effective Initial Borrowing Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Bermuda Borrower, be incurred and maintained as one or more Borrowings of as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 90th day after the Restatement Effective Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the fourth third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one weekmonth, and the first of which Borrowings may only be made no earlier than on the third Business Day, and no later than same date as the fifth Business Day, after the Restatement Effective Dateinitial Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b3.03(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject to and upon the terms and conditions hereof, each Tranche B Term Loan Lender severally agrees to make, in a single draw on the Tranche B Effective Date, a term loan (a "Tranche B Term Loan") to the Borrower in an aggregate principal amount not to exceed the amount set forth hereinopposite such Lender's name in Schedule A-1 under the heading "Tranche B Term Loan Commitment". The Tranche B Term Loans may from time to time be (i) Eurodollar Loans in Dollars, (ii) ABR Loans or (iii) a combination thereof, as determined by the Borrower and notified to the Administrative Agent in accordance with subsections 2.7A and 4.2. The portion of each Lender with a Tranche B Term Loan Lender's Tranche B Term Loan Commitment severally which is not utilized on the Tranche B Effective Date shall be automatically and permanently cancelled. The Borrower agrees that, upon the request to make the Administrative Agent by any Tranche B Term Loan Lender made on or prior to the Tranche B Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche B Term Loan the Borrower will execute and deliver to such Lender a term loan promissory note substantially in the form of Exhibit A-4 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “"Tranche B Term Loan” andNote"), collectivelywith appropriate insertions therein as to payee, date and principal amount, payable to the “order of such Tranche B Term Loans”) Loan Lender and in a principal amount equal to the U.S. Borrower, which lesser of (a) the amount set forth opposite such Tranche B Term Loans: Loan Lender's name on Schedule A-1 under the heading "Tranche B Term Loan Commitment" and (ib) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option unpaid principal amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first by such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b))Borrower. Once repaid, Each Tranche B Term Loans incurred hereunder may not Note shall (i) be reborroweddated the Tranche B Effective Date, (ii) be payable as provided in subsection 2.6A and (iii) provide for the payment of interest in accordance with subsection 4.1.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth hereinof this Agreement, each Tranche B Term Lender with a severally agrees to make on the Agreement Effective Date, an Advance through the Administrative Agent to the Borrower in Dollars in an amount equal to such Lender’s Tranche B Term Loan Commitment severally agrees to make a term loan (eachCommitment, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loansprovided that: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on making of such Advances will not cause the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option aggregate original principal amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part to exceed the aggregate amount of the same Borrowing shall at all times consist of Tranche B Term Loans Loan Commitments in effect on the Agreement Effective Date; and (ii) the making of any such Advance will not cause the same Type Unencumbered Leverage Ratio to exceed the maximum percentage then permitted under Section 6.21(iii). Subject to Section 2.2, such Advances may be Floating Rate Advances or LIBOR Rate Advances. Each Tranche B Term Lender shall fund its Term Percentage of each such Advance and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at no Tranche B Term Lender will be required to fund any amounts which time this clause (B) shall no longer be applicable), no more than four Borrowings of would cause such Lender’s Tranche B Term Loans to exceed its Tranche B Term Loan Commitment. This facility is a term loan facility. Any such Advances that are repaid may not be maintained as Eurodollar Loans may be incurred prior to the 30th day reborrowed. From and after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Agreement Effective Date, pursuant to the second provisions of which Borrowings Section 2.22, one or more Lenders may only be made agree to increase their Tranche B Term Loan Commitments, issue new Tranche B Term Loan Commitments, or make Additional Loans, in each case, at the times and on the last day terms and conditions agreed by such Lenders and the Borrower as set forth in the applicable Amendment Regarding Increase. Upon each Tranche B Term Lender’s funding of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made its Tranche B Term Loan on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to Agreement Effective Date, the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowedshall terminate.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Each Tranche B Term Loan Lender with a having an Original Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “lend to Company on the Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche B Term Loan” andLoan Commitments, collectivelywhich pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, the “and each Tranche B Term Loans”) to the U.S. Borrower, which Loan Lender having an Additional Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant Loan Commitment severally agrees to a single drawing lend to Company on the Restatement Effective First Amendment Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche B Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes described identified in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option subsection 2.5A. The amounts of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all each Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Loan Lender's Original Tranche B Term Loans of the same Type Loan Commitment and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of each Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to Loan Lender's Additional Tranche B Term Loan Commitment are set forth opposite such Tranche B Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the 30th day after the Restatement Effective Date (or, if laterOriginal Tranche B Term Loan Commitments is $45,000,000, the last day aggregate amount of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, Additional Tranche B Term Loan Commitments is $20,000,000 and the first aggregate amount of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitments is $65,000,000; PROVIDED that the Tranche B Term Loan Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Loan Lender's Original Tranche B Term Loan Commitment of such Lender shall expire immediately and without further action on the Restatement Effective Date earlier of (before giving effect to i) October 31, 1998, if the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Original Tranche B Term Loans incurred hereunder are not made on or before that date and (ii) at the close of business on the Closing Date. Company may make only one borrowing under the Original Tranche B Term Loan Commitments and may make only one borrowing under the Additional Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. 3.1 Subject to and upon the terms and conditions set forth herein, herein (i) each Lender with a existing Tranche B Term Loan Commitment severally agrees to make a term loan Lender (each, a “Tranche B Term Loan” and, collectively, the “Continuing Tranche B Term LoansLoan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to the U.S. Borrower, which Tranche B Term Loans: continue all (i) shall be incurred or such lesser amount as notified to such Lender by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that prior to the Syndication Effective Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings to give effect to any cash prepayment of the Tranche B Term Loans to be maintained made by the Borrower on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as Eurodollar Loans may be incurred prior to a Tranche B Term Loan on the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate a principal amount as is equal to the such Continuing Tranche B Term Loan Lender’s Tranche B Term Loan Commitment of such (as defined in the Credit Agreement) and (ii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans incurred hereunder equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be reborrowedcontinued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date. 3.2 Any Non-Consenting Lender whose Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 5.14 of the Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder. 3.3 Notwithstanding anything herein to the contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3.2) shall continue in full force and effect with respect to, and for the benefit of, each existing Tranche B Term Loan Lender in respect of such Lender’s existing Term Loans to the same extent expressly set forth therein. 3.4 Notwithstanding anything in this Amendment to the contrary, the continuation of existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such existing Tranche B Term Loans by a deemed repayment of such existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. 3.5 For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Tranche B Term Loans contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Each Tranche B Term Loan Lender with a having an Original Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “lend to Company on the Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche B Term Loan” andLoan Commitments, collectivelywhich pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, the “each Tranche B Term Loans”) to the U.S. Borrower, which Loan Lender having a First Additional Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant Loan Commitment severally agrees to a single drawing lend to Company on the Restatement Effective First Amendment Closing Date an amount not exceeding its pro rata share of the aggregate amount of the First Additional Tranche B Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche B Term Loan Lender having a Second Additional Tranche B Term Loan Commitment severally agrees to lend to Company on the Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Second Additional Tranche B Term Loan Commitments, in each case to be used for the purposes described identified in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option subsection 2.5A. The amounts of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all each Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Loan Lender's Original Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable)Loan Commitment, no more than four Borrowings of each Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to Loan Lender's First Additional Tranche B Term Loan Commitment and each Tranche B Term Loan Lender's Second Additional Tranche B Term Loan Commitment are set forth opposite such Tranche B Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the 30th day after the Restatement Effective Date (or, if laterOriginal Tranche B Term Loan Commitments is $45,000,000, the last day aggregate amount of the Interest Period applicable to First Additional Tranche B Term Loan Commitments is $20,000,000, the fourth Borrowing aggregate amount of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, the Second Additional Tranche B Term Loan Commitments is $70,000,000 and the first aggregate amount of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitments is $135,000,000; PROVIDED that the Tranche B Term Loan Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Loan Lender's Original Tranche B Term Loan Commitment of such Lender shall expire immediately and without further action on the Restatement Effective Date earlier of (before giving effect to i) October 31, 1998, if the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Original Tranche B Term Loans incurred hereunder are not made on or before that date and (ii) at the close of business on the Closing Date. Each Tranche B Term Loan Lender's Second Additional Tranche B Term Loan Commitment shall expire immediately and without further action on the earlier of (i) May 6, 1999, if the Second Additional Tranche B Term Loans are not made on or before that date and (ii) at the close of business on the Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche B Term Loan Commitments, only one borrowing under the First Additional Tranche B Term Loan Commitments and only one borrowing under the Second Additional Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan or term loans (each, each a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. Borrower, which Tranche B Term Loans: (i) shall only may be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a);Initial Borrowing Date, (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that, (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of comprising the same Borrowing shall at all times consist of Tranche B Term Loans be of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), (x) on or prior to March 15, 2002 all Tranche B Term Loans shall be incurred and maintained as Base Rate Loans and (y) thereafter, no more than four three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 28th day after the Restatement Effective Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans (A) may only have an the same Interest Period as is then permitted for a Borrowing of one week, Tranche A Term Loans that are maintained as Eurodollar Loans and the first of which Borrowings may be made no earlier than the third Business Day, (B) shall begin and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made end on the last same day as a Borrowing of the Interest Period of the first such BorrowingTranche A Term Loans that are maintained as Eurodollar Loans), the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iviii) shall be made by each such Lender in that initial aggregate principal amount as is equal to which does not exceed the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Initial Borrowing Date (before giving effect to the termination thereof on or such date pursuant to Section 3.03(b3.03(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan purchase and assume Commitments under (each, a “and as defined in) the Original Credit Agreement (and its pro rata share of outstanding Loans thereunder as of the Restatement Date) in an amount equal to its Tranche B Term Loan” and, collectively, the “Loan Commitment. Such purchased and assumed commitments and loans are hereby amended and restated in their entirety as Tranche B Term Loans”) Loans made in Dollars to Xxxxx-Xxxxxxxx, with the U.S. Borrower, which amount of each Lender's Tranche B Term Loans: (i) Loan to Xxxxx-Xxxxxxxx being set forth opposite such Lender's name on Schedule A annexed hereto, and with the aggregate amount of the Tranche B Term Loans being $840,000,000; provided that the Tranche B Term Loan Commitments of Lenders shall be incurred adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.2; and provided, further that the amount of the Tranche B Term Loan Commitments shall be reduced from time to time by the U.S. Borrower amount of any reductions thereto made pursuant to a single drawing subsection 2.4G. From and after the Restatement Date, Tranche B Term Loans repaid or prepaid may not be reborrowed. The Tranche B Term Loans shall mature on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter providedTranche B Term Loan Maturity Date, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at and all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal other amounts owed hereunder with respect to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not shall be reborrowedpaid in full no later than that date.

Tranche B Term Loans. 4.1 Subject to and upon the terms and conditions set forth herein, herein (i) each Lender with a existing Tranche B Term Loan Commitment severally agrees to make a term loan Lender (each, a “Tranche B Term Loan” and, collectively, the “Continuing Tranche B Term LoansLoan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to the U.S. Borrower, which Tranche B Term Loans: continue all (i) shall be incurred or such lesser amount as notified to such Lender by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that prior to the Syndication Effective Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings to give effect to any cash prepayment of the Tranche B Term Loans to be maintained made by the Borrower on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as Eurodollar Loans may be incurred prior to a Tranche B Term Loan on the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate a principal amount as is equal to the such Continuing Tranche B Term Loan Lender’s Tranche B Term Loan Commitment of such (as defined in the Credit Agreement) and (ii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans incurred hereunder equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be reborrowedcontinued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date. 4.2 Any Non-Consenting Lender whose Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 5.14 of the Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder. 4.3 Notwithstanding anything herein to the contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 4.2) shall continue in full force and effect with respect to, and for the benefit of, each existing Tranche B Term Loan Lender in respect of such Lender’s existing Term Loans to the same extent expressly set forth therein. 4.4 Notwithstanding anything in this Amendment to the contrary, the continuation of existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such existing Tranche B Term Loans by a deemed repayment of such existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. 4.5 For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Tranche B Term Loans contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).

Tranche B Term Loans. 3.1 Subject to and upon the terms and conditions set forth herein, herein (i) each Lender with a existing Tranche B Term Loan Commitment severally agrees to make a term loan Lender (each, a “Tranche B Term Loan” and, collectively, the “Continuing Tranche B Term LoansLoan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit A (a “Lender Addendum (Cashless Roll)”) agrees to the U.S. Borrower, which Tranche B Term Loans: continue all (i) shall be incurred or such lesser amount as notified to such Lender by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that prior to the Syndication Effective Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings to give effect to any cash prepayment of the Tranche B Term Loans to be maintained made by the Borrower on the Effective Date) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as Eurodollar Loans may be incurred prior to a Tranche B Term Loan on the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate a principal amount as is equal to the such Continuing Tranche B Term Loan Lender’s Tranche B Term Loan Commitment of such (as defined in the Credit Agreement) and (ii) each Person (other than a Continuing Tranche B Term Loan Lender in its capacity as such) (collectively, the “Additional Tranche B Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Loan Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans incurred hereunder equal to such Additional Tranche B Term Loan Lender’s Tranche B Term Loan Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement and a Tranche B Term Loan Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Tranche B Term Loan Lender) in its capacity as a Tranche B Term Loan Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Loan Lender must be continued in whole and may not be reborrowedcontinued in part unless otherwise notified by the Administrative Agent prior to the Effective Date to give effect to any cash prepayment of the Tranche B Term Loans to be made by the Borrower on the Effective Date. 3.2 Any Non-Consenting Lender whose Tranche B Term Loans are repaid or assigned to one or more Additional Tranche B Term Loan Lender on the Effective Date in accordance with this Amendment shall be entitled to the benefits of Section 5.14 of the Credit Agreement with respect thereto. The Continuing Tranche B Term Loan Lenders hereby waive the benefits of Section 5.14 of the Credit Agreement with respect to that portion of the Tranche B Term Loans of such Lender continued hereunder. 3.3 Notwithstanding anything herein to the contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3.2) shall continue in full force and effect with respect to, and for the benefit of, each existing Tranche B Term Loan Lender in respect of such Lender’s existing Term Loans to the same extent expressly set forth therein. 3.4 Notwithstanding anything in this Amendment to the contrary, the continuation of existing Tranche B Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent, including by replacement of such existing Tranche B Term Loans by a deemed repayment of such existing Tranche B Term Loans of a Continuing Tranche B Term Loan Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. 3.5 For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Tranche B Term Loans contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Loan Lenders or otherwise).

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, during the Commitment Period, each Lender with a Tranche B Term Loan Commitment Facility Lender severally agrees to make a one or more term loan loans (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Borrower on any Business Day in an aggregate amount up to its Tranche B Term Loans: Facility Commitment; provided that (i) shall be incurred by after giving effect to any such Tranche B Term Loan, (i) with regard to the U.S. Borrower pursuant to a single drawing on Lenders collectively, the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option aggregate principal amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of hereunder shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000), and (ii) the same Borrowing shall at all times consist of Borrower may request Tranche B Term Loans of on the same Type Closing Date and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), in no more than four three additional Borrowings of after the Closing Date hereunder. Tranche B Term Loans to be maintained may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination thereof, as Eurodollar Loans the Borrower may be incurred prior to request. Upon the 30th day after the Restatement Effective Date (or, if laterfunding of a Tranche B Term Loan, the last day Tranche B Facility Committed Amount of each Tranche B Term Facility Lender shall be permanently reduced by the Interest Period applicable to the fourth Borrowing principal amount of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made such Tranche B Term Facility Lender’s Tranche B Term Loan. All Tranche B Term Facility Commitments shall terminate on the last day of the Interest Commitment Period of the first such Borrowingif not previously terminated pursuant hereto. Once repaid, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may cannot be reborrowed.

Tranche B Term Loans. Subject to and upon Each Tranche B Term Loan Lender severally agrees, on the terms and conditions set forth hereinof this Agreement, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing in Dollars on the Restatement Effective Closing Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender Deferred Drawdown Date in that initial an aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender (of which not less than 20% shall be funded on the Restatement Effective Closing Date (before giving effect and the remainder shall be funded on the Deferred Drawdown Date), such loan to be used to finance the Transactions and to pay related fees and expenses. Subject to the termination thereof on such date pursuant to Section 3.03(b)). Once repaidterms and conditions of this Agreement, thereafter Borrower may Convert Tranche B Term Loans incurred hereunder may of one Type into Tranche B Term Loans of another Type (as provided in Section 2.09) or Continue Tranche B Term Loans of one Type as Tranche B Term Loans of the same Type (as provided in Section 2.09). Each Tranche B Term Loan shall be made by a Tranche B Term Loan Lender pro rata based on such Lender's Tranche B Term Loan Commitment Percentage. The aggregate amount of the Tranche B Term Loans made on the Closing Date and the Deferred Drawdown Date shall not be reborrowedexceed the Tranche B Term Loan Commitments or, with respect to any Lender, its Tranche B Term Loan Commitment.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. BorrowerBFPH, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower BFPH pursuant to a single drawing on the Restatement Effective Initial Borrowing Date for the purposes described in Section 7.05(a7.08(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. BorrowerBFPH, be incurred and maintained as one or more Borrowings of as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided , PROVIDED that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four three Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 90th day after the Restatement Effective Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the fourth third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one weekmonth, and the first of which Borrowings may only be made no earlier than on the third Business Day, and no later than same date as the fifth Business Day, after the Restatement Effective Dateinitial Borrowing of Tranche A Term Loans that are maintained as Eurodollar Loans, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b3.03(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject Notwithstanding anything to and upon the terms and conditions set forth hereincontrary in this Agreement or any other Loan Document, each Lender with a on the date that is 60 days following the Closing Date, the aggregate principal amount of the Tranche B Term Loan Commitment severally agrees to make a term loan Loans outstanding, together with all accrued and unpaid interest thereon (each, a “Tranche B Term Loan” and, collectivelysuch aggregate amount, the “Tranche B Conversion Amount”), shall automatically convert into New Common Equity representing an aggregate amount equal to (i) the Tranche B Conversion Amount as of such date, divided by (ii) the product of (A) the Stated Equity Value multiplied by (B) 0.65, subject to dilution for the Management Incentive Plan (as defined in the Chapter 11 Plan) (the “Tranche B Equity Conversion” and such New Common Equity, the “Tranche B Equity”). The Tranche B Equity shall be allocated among the Tranche B Term Loans”Lenders (or their Affiliates, or any affiliated investment funds, investment vehicles, or entity that is managed, advised or sub-advised by such Tranche B Term Lender or such Affiliate) ratably in accordance with such Tranche B Term Lender’s Applicable Percentage of the Tranche B Term Loans on the date of the Tranche B Equity Conversion. Upon the consummation of the Tranche B Equity Conversion, the Borrower shall provide written notice to the U.S. Borrower, which Administrative Agent that the aggregate outstanding principal amount of the Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred together with all accrued and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), unpaid interest thereon and all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal other obligations with respect to the Tranche B Term Loans under this Agreement and the other Loan Commitment of such Lender on the Restatement Effective Date (before giving effect Documents have been deemed to have been paid in full. Prior to the termination thereof on such date pursuant to Section 3.03(b)). Once repaidTranche B Equity Conversion, the Tranche B Term Loans incurred hereunder may not shall be reborrowedentitled to receive any distributions attributable the New Common Equity on an as-converted basis. For the avoidance of doubt, the Administrative Agent shall have no responsibility for the Tranche B Equity or the Tranche B Equity Conversion.

Tranche B Term Loans. (a) The Original Tranche B Term Loans were made to the Borrower on the Closing Date. Subject to and upon the terms and conditions set forth hereinhereof, each Lender with a Replacement Tranche B Term Loan Commitment Lender severally agrees to make a tranche B term loan (eachor, in the case of a “Continuing Tranche B Term Loan” andLender, pursuant to clause (b) of this subsection, to elect to convert or exchange all of such Continuing Tranche B Term Lender’s Original Tranche B Term Loans) (collectively, the “Replacement Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Repricing Effective Date for in an amount not to exceed the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Replacement Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b))Lender. Once repaid, The Replacement Tranche B Term Loans incurred hereunder may not from time to time be reborrowedEurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 4.2 and 5.4. (b) In connection with the making of the Replacement Tranche B Term Loans pursuant to clause (a) above, by delivering notice to the Administrative Agent two Business Days prior to the Repricing Effective Date, any Continuing Tranche B Term Lender may elect to make all of such Lender’s Replacement Tranche B Term Loans requested by the Borrower in accordance with Subsection 4.2 to be made on the Repricing Effective Date by converting or exchanging all of the outstanding principal amount of the Original Tranche B Term Loans held by such Lender into Replacement Tranche B Term Loans (each, a “Converted Tranche B Term Loan”). On the Repricing Effective Date, the Converted Tranche B Term Loans shall be converted or exchanged for all purposes of this Agreement into Replacement Tranche B Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Tranche B Term Loans converted or exchanged into Replacement Tranche B Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this subsection shall specify the amount of such Lender’s Replacement Tranche B Term Loan Commitment and the principal amount of the Original Tranche B Term Loans held by such Lender that are to be converted or exchanged into Replacement Tranche B Term Loans. From and after the Repricing Effective Date, Converted Tranche B Term Loans shall constitute Replacement Tranche B Term Loans for all purposes of this Agreement. (c) Notwithstanding any provision of this Agreement, the provisions of Subsections 7.6, 7.7, 7.8 and 15.5 as in effect immediately prior to the Repricing Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Repricing Effective Date.”

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Each Lender with having a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “lend to Company on the First Amendment Effective Date and on the Second Draw Date an aggregate amount not exceeding it Pro Rata Share of the aggregate amount of the Tranche B Term Loan” and, collectively, Loan Commitments to be used for the “purposes identified in subsection 2.5A; provided that the aggregate amount of Tranche B Term LoansLoans made on the First Amendment Effective Date (the “First Draw”) to shall not exceed $1,500,000, the U.S. Borrower, which aggregate amount of Tranche B Term Loans: Loans made on the Second Draw Date (ithe “Second Draw”) shall be incurred by not exceed $3,500,000, and the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option aggregate amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to not exceed the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b))Commitments. Once repaid, Tranche B Term Loans incurred hereunder may not be made on any dates except the First Amendment Effective Date and the Second Draw Date. The amount of each Lender’s Tranche B Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed to the First Amendment and the aggregate amount of the Tranche B Term Loan Commitments is $5,000,000; provided that the Tranche B Term Loan Commitments of Tranche B Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche B Term Loan Lender’s Tranche B Term Loan Commitment shall expire immediately and without further action on the Tranche B Commitment Termination Date if the Tranche B Term Loans are not made on or before that date. Company may make only two borrowings under the Tranche B Term Loan Commitments. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.” C. Subsection 2.1D of the Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and substituting the following therefor: D. Notes. Company has executed and delivered on the Closing Date and/or shall execute and deliver on the First Amendment Effective Date, as the case may be, (i) to each Lender having a Commitment for that Type of Loan (or to Administrative Agent for that Lender) (a) a Tranche A Term Note substantially in the form of Exhibit IV annexed hereto to evidence that Lender’s Tranche A Term Loan, in the principal amount of that Lender’s Tranche A Term Loan Commitment and with other appropriate insertions, (b) a Tranche B Term Note substantially in the form of Exhibit IV-B annexed hereto to evidence that Lender’s Tranche B Term Loan, in the principal amount of that Lender’s Tranche B Term Loan Commitment and with other appropriate insertions.”

Tranche B Term Loans. 2.1 Tranche B Term Loan Commitments. Subject to and upon the terms and conditions set forth hereinhereof, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan in Dollars (eachor pursuant to the immediately succeeding sentence, elects to convert all or a portion of such Lender’s Term Loans into a loan) (each such loan or conversion, individually, a “Tranche B Term Loan” and, ”; and collectively, the “Tranche B Term Loans”) to the U.S. BorrowerCompany on the Closing Date, which in an aggregate principal amount equal to such Lender’s Tranche B Term Loan Commitment. In connection with the making of the Tranche B Term Loans pursuant to the immediately preceding sentence, by delivering written notice to the Administrative Agent at least two Business Days prior to the Closing Date, any Term Loan Lender who has agreed to become a Tranche B Term Loan Lender may elect to make all or any portion of such Lender’s Tranche B Term Loans requested by the Company to be made on the Closing Date by converting all or a portion of the outstanding principal amount of the Term Loans held by such Lender into Tranche B Term Loans in a principal amount equal to the amount of Term Loans so converted (each such Term Loan to the extent it is to be converted, a “Converted Term Loan”). On the Closing Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche B Term Loans: (i) , and the Administrative Agent shall be incurred by record in the U.S. Borrower pursuant to a single drawing on Register the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option aggregate amounts of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Converted Term Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all converted into Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless Loans. Any written notice to the Administrative Agent has determined that delivered by an applicable Lender pursuant to this subsection shall specify the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings amount of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Lender’s Tranche B Term Loan Commitment and the principal amount of Term Loans held by such Lender on the Restatement Effective Date (before giving effect that are to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, be converted into Tranche B Term Loans incurred hereunder may not be reborrowedLoans.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Tranche B Term Lender with agrees to make a Tranche B Term Loan Commitment severally agrees to make a term loan the Borrower on October 3, 2011 upon satisfaction of the conditions set forth in Section 5(a) of this Agreement (each, a “Tranche B Term Loan” and, collectivelysuch date, the “Tranche B Term LoansFacility Funding Date”) in an aggregate principal amount equal to the U.S. Borrower, which amount set forth under the heading “Tranche B Term Loans: (i) Commitment” opposite such Tranche B Term Lender’s name on Annex II hereto. The Tranche B Term Loans shall be incurred by made in accordance with the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described procedures set forth in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option 2.2 of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar LoansCredit Agreement; provided (A) except as otherwise specifically provided in Section 1.10(b)that, all the proceeds of such Tranche B Term Loans made as part on the Tranche B Term Facility Funding Date (such proceeds, the “Escrowed Tranche B Term Loans”) shall be deposited in an escrow account of the same Borrowing shall at all times consist Borrower pursuant to an escrow agreement (the “Escrow Agreement”), substantially in the form of Exhibit C hereto, and the Escrowed Tranche B Term Loans shall not be released to the Borrower until the earlier of (i) the Tranche B Term Facility Closing Date or (ii) the Long Stop Date; provided further that, if the consummation of the same Type Avis Europe Acquisition does not occur on or prior to the Long Stop Date, the aggregate principal amount of such Escrowed Tranche B Term Loans minus any original issue discounts (or plus any upfront fees) paid in respect thereof, shall be released from the Escrow Account by the Escrow Agent to the Tranche B Term Facility Closing Agent on the Long Stop Date to be repaid to the Tranche B Term Lenders, together with all accrued interest thereon, upon receipt by the Escrow Agent (as defined in the Escrow Agreement) of a Payment Instruction (as defined in the Escrow Agreement) signed by the Tranche B Term Facility Closing Agent and (B) unless the Administrative Borrower in accordance with the terms and conditions of the Escrow Agreement. The Tranche B Term Facility Closing Agent has determined that and the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable)Borrower shall, no more than four Borrowings as soon as reasonably practicable, sign and deliver such Payment Instruction to the Escrow Agent, in accordance with the terms and conditions of the Escrow Agreement, instructing the Escrow Agent to release the Escrowed Tranche B Term Loans to the Tranche B Term Facility Closing Agent to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal repaid to the Tranche B Term Loan Commitment Lenders in accordance with the terms of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowedthis Agreement.

Tranche B Term Loans. (a) The Original Term Loans were made to the Parent Borrower on the Closing Date. Subject to and upon the terms and conditions set forth hereinhereof, each Lender with a Tranche B Term Loan Commitment Lender and each Continuing Term Loan Lender severally agrees to make a term loan (eachwhich, in the case of a “Tranche B Continuing Term Loan” andLoan Lender, may be made by converting all of such Continuing Term Loan Lender’s Original Term Loans pursuant to clause (b) of this subsection) (collectively, the “Tranche B Term Loans”) to the U.S. BorrowerParent Borrower on the First Amendment Effective Date in a principal amount not to exceed the amount of such Lender’s Tranche B Term Loan Commitment/Conversion set forth on Schedule I to its Lender Addendum. The Term Loans may from time to time be (x) Eurocurrency Loans in Dollars, which (y) ABR Loans in Dollars or (z) a combination thereof, as determined by the Parent Borrower and notified to the Administrative Agent in accordance with subsections 2.7 and 4.2. (b) In connection with the making of the Tranche B Term Loans pursuant to clause (a) above, by delivering notice to the Administrative Agent three Business Days prior to the First Amendment Effective Date, any Continuing Term Loan Lender may elect to make all of such Lender’s Tranche B Term Loan requested by the Parent Borrower in accordance with subsection 2.7 to be made on the First Amendment Effective Date by converting all of the outstanding principal amount of the Original Term Loans held by such Lender into Tranche B Term Loans (each, a “Converted Term Loan”). On the First Amendment Effective Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that shall record in the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings Register the aggregate amounts of Tranche B Converted Term Loans to be maintained as Eurodollar Loans may be incurred prior Loans. Any written notice to the 30th day after Administrative Agent delivered by an applicable Lender pursuant to this subsection shall specify the Restatement Effective Date (or, if later, the last day amount of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Lender’s Tranche B Term Loan Commitment Commitment/Conversion and the principal amount of the Original Term Loans held by such Lender on the Restatement Effective Date (before giving effect that are to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, be converted into Tranche B Term Loans incurred hereunder may not Loans. (c) Notwithstanding any provision of this Agreement, the provisions of subsections 4.10, 4.11, 4.12, 4.13, 4.14 and 11.5 as in effect immediately prior to the First Amendment Effective Date will continue to be reborrowedeffective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the First Amendment Effective Date.

Tranche B Term Loans. Subject On the Closing Date, subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan or term loans (each, each a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. BorrowerBorrower in the amount of such Lender's Tranche B Term Loan Commitment Percentage of the Total Tranche B Term Loan Commitment, which Tranche B Term Loans: , except as hereinafter provided, (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided (A) , provided, that except as otherwise specifically provided in Section 1.10(b1.10(a)(ii), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and Type, (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (Bii) shall no longer be applicable)not exceed for any Lender, no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount, that amount as is equal to which equals the Tranche B Term Loan Commitment of such Lender on at the Restatement Effective Date time of incurrence thereof, and (before giving effect to iii) shall not exceed for all Lenders, in initial aggregate principal amount, that amount which equals the termination thereof on such date pursuant to Section 3.03(b))Total Tranche B Term Loan Commitment. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. The principal amount of each Lender's Tranche B Term Loans on the Closing Date is set forth opposite such Lender's name on Schedule 1.01 hereto directly below the column entitled "Tranche B Term Loans."

Tranche B Term Loans. (A) Subject to and upon the terms and conditions set forth herein, (I) each Original Tranche D Term Loan Lender severally agrees that, on the Restatement Effective Date, the Original Tranche D Term Loan made by such Original Tranche D Term Loan Lender to the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) shall convert (the "Term Loan Conversion") into a new term loan to the Bermuda Borrower (each such term loan, a "Converted Tranche B Term Loan"), and (II) each Lender with a Tranche B Term Loan Commitment severally agrees to make make, on the Restatement Effective Date, a term loan or term loans to the Bermuda Borrower (each, a “an "Additional Tranche B Term Loan” " and, collectively, the “"Additional Tranche B Term Loans”) to ", and, together with the U.S. BorrowerConverted Tranche B Term Loans, the "Tranche B Term Loans"), which Tranche B Term Loans: (i) shall shall, in the case of Additional Tranche B Term Loans, be incurred by the U.S. Bermuda Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter hereinafter provided, shall, at the option of the U.S. Bermuda Borrower, be incurred and maintained as as, and/or converted into one or more Borrowings of Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender not exceed for any Lender, in initial principal amount, that initial amount which equals the sum of (x) the aggregate principal amount of the Tranche B Term Loans, if any, made (or deemed made) by such Lender and outstanding on the Restatement Effective Date (immediately prior to giving effect thereto) as is equal to set forth on Schedule I hereto under the heading "Converted Tranche B Term Loans" plus (y) the Tranche B Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to the termination thereof any reductions thereto on such date pursuant to Section 3.03(b3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche B Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche D Term Loans existing on the Restatement Effective Date immediately prior to the Term Loan Conversion and maintained as Eurodollar Loans under the Original Credit Agreement shall, simultaneously with the occurrence of the Term Loan Conversion, be broken, (ii) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Tranche B Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche B Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche B Term Loans on a pro rata basis (based upon their respective Tranche B Term Loan Borrowing Amounts as in effect on the Restatement Effective Date) and (iii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage or other costs of the type referred to in Section 1.11 of the Original Credit Agreement (if any) incurred in connection with the Term Loan Conversion and/or the actions taken pursuant to preceding clause (ii) of this Section 1.01(b). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. Canadian Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Canadian Borrower pursuant to a single drawing on the Restatement Effective Initial Borrowing Date for the purposes described in Section 7.05(a9.11(a); (ii) shall be denominated in U.S. Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Canadian Borrower, be incurred and maintained as one or more Borrowings of as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.10(b2.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th 35th day after the Restatement Effective Initial Borrowing Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than on the fifth Business Day, Day after the Restatement Effective 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, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Initial Borrowing Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b4.03(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject (a) During the Tranche B Term Loan Commitment Period, subject to and upon the terms and conditions set forth hereinhereof, each Lender with holding a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Tranche B Term Loan” and, collectively, the “Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made to the Borrower in the aggregate amount up to but not exceeding such Lender's Tranche B Term Loan Commitment; provided that (x) after giving effect to the making of any Tranche B Term Loans in no event shall the Total Utilization Exposure exceed the Borrowing Base as part set forth in a Borrowing Base Certificate delivered pursuant to Section 3.2(i) in connection with the making of such Loans and (y) unless and until the same Borrowing shall at all times consist EBITDA Requirement has been satisfied, no more than $5,000,000 aggregate principal amount of Tranche B Term Loans of may be borrowed. Subject to the same Type foregoing, Borrower may make one or more drawings on the Tranche B Term Loan Commitments during the Tranche B Term Loan Commitment Period. Any amounts borrowed under this Section 2.2 and (Bsubsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10, 2.11(a) unless and 2.12, all amounts owed hereunder with respect to the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to shall be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and paid in full no later than the fifth Business Day, after Maturity Date. Each Lender's Tranche B Term Loan Commitment shall terminate immediately and without further action upon the Restatement Effective Date, the second funding in full of which Borrowings may only be made such Lender's Tranche B Term Loan Commitment. The Tranche B Term Loan Commitment shall expire immediately and without further action on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment Period. On and after the Effective Date, no Lender shall have any obligation to make an extension of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date credit pursuant to this Agreement other than as set forth in this Section 3.03(b2.2(a)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. Subject to and upon (a) On the terms and subject to the conditions set forth hereinof this Credit Agreement, each the Lender with agrees to make one or more Tranche B Term Loans to the Borrower from time to time on or prior to September 24, 1998 on the Borrower's request therefor; PROVIDED that the aggregate principal amount of the Tranche B Term Loans extended to the Borrower pursuant to this Section 2.2(a) shall not exceed $15,000,000. Any request for a Tranche B Term Loan Commitment severally agrees pursuant to this Section 2.2(a) must be delivered to the Lender by not later than 10:00 a.m., New York City time, three (3) Business Days before the date on which such Loan is requested to be made and must specify (A) the requested Loan amount (which must be at least $100,000 or a multiple of $100,000 in excess thereof), (B) the Borrowing Date (which must be a Business Day on or prior to September 24, 1998), (C) the intended use of proceeds of such Loan and (D) the account into which such Loan proceeds are to be disbursed. Amounts borrowed under this Section 2.2(a) and prepaid or repaid may not be reborrowed. (b) Subject to the conditions of this Agreement, the Lender shall make a term loan (each, a “the Tranche B Term Loan” andLoans available to the Borrower by transferring the amount thereof to such account as the Borrower shall designate in writing to the Lender. (c) Up to $2,500,000 of the Tranche B Term Loans may be used to pay costs and expenses incurred in connection with the Initial Public Offering. All other proceeds of any Tranche B Term Loans shall be used solely for the purpose of funding Acquisitions. (d) The Borrower agrees to repay to the Lender the outstanding principal amount of the Tranche B Term Loans on or prior to September 24, collectively1998; PROVIDED that if the Tranche B Maturity Date is extended from September 24, 1998 to March 24, 1999 in accordance with subsection (e) below, then (i) the Borrower shall repay to the Lender on September 24, 1998 the outstanding principal amount of the Tranche B Term Loans in excess of $10,000,000, together with accrued interest thereon and any amounts payable pursuant to Section 3.5, and (ii) the Borrower shall repay to the Lender on March 24, 1999, the “outstanding principal balance of the Tranche B Term Loans”. (e) Not less than thirty (30) nor more than ninety (90) days prior to September 24, 1998, the Borrower may request that the Lender extend the Tranche B Maturity Date for a period of six months. Any such request shall be made to the U.S. BorrowerLender in writing. Upon receipt of such request and PROVIDED that no Default has occurred and is continuing, which the Tranche B Maturity Date shall be extended to March 24, 1999. (f) The Borrower agrees to pay interest on the unpaid principal amount of the Tranche B Term Loans:Loans from time to time outstanding from and including the Closing Date to but not including the date on which such Loans are paid in full at a rate per annum equal to the sum of the LIBO Rate plus the Applicable Margin in effect from time to time. Interest on the Tranche B Term Loans shall be payable, in arrears, on the last day of each Interest Period and on the Tranche B Maturity Date. (ig) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all The Tranche B Term Loans made as part by the Lender shall be evidenced by a single promissory note of the same Borrowing shall at all times consist Borrower, substantially in the form of Exhibit A-2 (the "TRANCHE B TERM NOTE"), payable to the order of the Lender. The Lender will note on its internal records the date and amount of each Tranche B Term Loans Loan, the date and amount of the same Type each repayment of principal thereof and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable)will, no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day any transfer of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender Note, endorse on the Restatement Effective Date (before giving effect schedule attached thereto the outstanding principal amount of the Loans evidenced thereby. Failure to so record any such information shall not alter the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, obligations of the Borrower under this Agreement or the Tranche B Term Loans incurred hereunder may not be reborrowedNote.

Tranche B Term Loans. (a) Subject to and upon the terms and conditions set forth hereinherein (i) each existing Tranche B Term Lender (collectively, each the “Continuing Tranche B Term Lenders”) that executes and delivers a Lender with Addendum (Continuing Tranche B Term Lender) in the form attached hereto as Exhibit A (a “Lender Addendum (Continuing Tranche B Term Lender)”) thereby consents to this Amendment and (x) if checking option 1, agrees to continue via “cashless settlement” all (or such lesser amount as may be allocated by the Administrative Agent and the Borrower) of its existing Tranche B Term Loans outstanding immediately before giving effect to this Amendment as a Tranche B Term Loan Commitment severally agrees on the Effective Date in a principal amount equal to make a term loan (each, a “such Continuing Tranche B Term Loan” and, collectively, the “Lender’s Tranche B Term Loans”Commitment (as defined in the Credit Agreement) or (y) if checking option 2, agrees to sell the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option entire principal amount of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all its existing Tranche B Term Loans made outstanding immediately before giving effect to this Amendment via an assignment on the Effective Date and then promptly purchase an equal amount (or such lesser amount as part of may be allocated by the same Borrowing shall at all times consist Administrative Agent and the Borrower) of Tranche B Term Loans and (ii) each Person (other than a Continuing Tranche B Term Lender in its capacity as such) (collectively, the “Additional Tranche B Term Lenders”) that executes and delivers a Lender Addendum (Additional Tranche B Term Lender) in the form attached hereto as Exhibit B (a “Lender Addendum (Additional Tranche B Term Lender)” and, together with a Lender Addendum (Continuing Tranche B Term Lender), a “Lender Addendum”) agrees to take via an assignment on the Effective Date from one or more Non-Consenting Lenders a principal amount of Tranche B Term Loans equal to such Additional Tranche B Term Lender’s Tranche B Term Commitment (as defined in the Credit Agreement). For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and a Tranche B Term Lender as of the same Type Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (BAdditional Tranche B Term Lender) in its capacity as a Tranche B Term Lender. For the avoidance of doubt, the existing Term Loans of a Continuing Tranche B Term Lender must be continued in whole and may not be continued in part unless otherwise notified by the Administrative Agent has determined that prior to the Syndication Effective Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings to give effect to any cash prepayment of the Tranche B Term Loans to be maintained as Eurodollar made by the Borrower on the Effective Date. Any Non-Consenting Lender whose Tranche B Term Loans may are repaid or assigned to one or more Additional Tranche B Term Lenders on the Effective Date in accordance with this Amendment shall be incurred prior entitled to the 30th day after the Restatement Effective Date (or, if later, the last day benefits of Section 2.20 of the Interest Period applicable to Credit Agreement with respect thereto. Each Continuing Tranche B Term Lender hereby waives the fourth Borrowing benefits of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day Section 2.20 of the Interest Period Credit Agreement with respect to that portion of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment Loans of such Lender on the Restatement Effective Date continued hereunder. (before giving effect b) Notwithstanding anything herein to the termination thereof on such date contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3.03(b2(a)). Once repaid) shall continue in full force and effect with respect to, and for the benefit of, each existing Tranche B Term Lender in respect of such Lender’s existing Term Loans to the same extent expressly set forth therein. (c) Notwithstanding anything in this Amendment to the contrary, the continuation of existing Tranche B Term Loans incurred hereunder may not be reborrowedimplemented pursuant to other procedures specified by the Administrative Agent, including, without limitation, by replacement of such existing Tranche B Term Loans by a deemed repayment of such existing Tranche B Term Loans of a Continuing Tranche B Term Lender followed by a subsequent deemed assignment to it of new Tranche B Term Loans in the same amount. (d) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Tranche B Term Loans that are replaced as contemplated hereby (whether by assignment of its Tranche B Term Loans to one or more Additional Tranche B Term Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Tranche B Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the replacement of existing Tranche B Term Loans contemplated hereby (whether by assignment of such Tranche B Term Loans to one or more Additional Tranche B Term Lenders or otherwise).

Tranche B Term Loans. Subject to and upon the terms and conditions set forth herein, each Lender with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “"Tranche B Term Loan” " and, collectively, the “"Tranche B Term Loans”") to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.

Tranche B Term Loans. On the Effective Date, $13,750,000 of the Existing Indebtedness owed to the Continuing Lenders shall be restructured as an equal principal amount of the Tranche B Term Loans hereunder and shall be subject to the terms of this Agreement. For the avoidance of doubt, each of the Credit Parties, the Lenders and the Administrative Agent acknowledge and agree that (i) the Lenders shall have no obligation or commitment to advance additional funds to the Borrowers hereunder on account of the Tranche B Term Loan Commitment, (ii) after the Effective Date, the Credit Parties shall have no obligation to pay any other accrued and unpaid principal, interest or fees with respect to any Existing Indebtedness owed to the Previous Lenders except as set forth herein with respect to the Continuing Lenders, and (iii) each Lender's Tranche B Term Loan Commitment shall terminate immediately and without further action on the Effective Date. Subject to Sections 2.10, 2.11(a) and upon 2.12, all amounts owed hereunder with respect to the terms and conditions set forth herein, Tranche B Term Loans shall be paid in full no later than the Maturity Date. The Tranche B Term Loans shall be evidenced by a Tranche B Term Loan Note for the benefit of each Lender having a Tranche B Term Loan Commitment in the amount equal to such Lender's Pro Rata Share of the Tranche B Term Loan Commitment and on the Effective Date, the Borrowers shall execute and deliver such Tranche B Term Loan Notes to the Administrative Agent for the benefit of the Lenders with a Tranche B Term Loan Commitment severally agrees to make a term loan (each, a “Commitment. The Tranche B Term Loan” and, collectively, Loan Notes shall represent the “obligation of the Borrowers to pay to the Lenders the amount of their respective Tranche B Term Loans”) to the U.S. Borrower, which Tranche B Term Loans: (i) shall be incurred by the U.S. Borrower pursuant to a single drawing on the Restatement Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except together with interest thereon as hereafter provided, shall, at the option of the U.S. Borrower, be incurred and maintained as one or more Borrowings of Base Rate Loans or Eurodollar Loans; provided (A) except as otherwise specifically provided in Section 1.10(b), all Tranche B Term Loans made as part of the same Borrowing shall at all times consist of Tranche B Term Loans of the same Type and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date (or, if later, the last day of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one week, and the first of which Borrowings may be made no earlier than the third Business Day, and no later than the fifth Business Day, after the Restatement Effective Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing, the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing and the fourth of which Borrowings may only be made on the last day of the Interest Period of the third such Borrowing; and (iv) shall be made by each Lender in that initial aggregate principal amount as is equal to the Tranche B Term Loan Commitment of such Lender on the Restatement Effective Date (before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed2.6.