Common use of Tranche B Term Loans Clause in Contracts

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment Lender severally -------------------- agrees to lend to Borrower Company on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Lender's Tranche B Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The ------------ aggregate amount of the Tranche B Term Loan Commitments is $45,000,00050,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Tranche B Term Loan -------- Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in 10.1B. Each Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Loan Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31the Closing Date, 2002 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower Company may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower Company on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender’s Tranche B Term Loans. The Notice Loan Commitment, as of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day)Signing Date, is set forth opposite its name on Schedule 2.1 annexed hereto and (ii) that such Loans shall be Base Rate Loans. The the aggregate amount of the Tranche B Term Loan Commitments is $45,000,000300,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments amount of the Tranche B Term Loan Commitments Commitment of each Lender shall be adjusted to give effect to any assignment of such Tranche B Term Loan Commitment pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's ’s Tranche B Term Loan Commitment shall expire immediately and without further action on March 31at 4:30 p.m. (New York time), 2002 October 30, 2008 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower Company may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender's Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,00025,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31January 12, 2002 1997 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan CommitmentsCommitments which borrowing shall be on the earlier to occur of the Seller Notes Maturity Date and the Acquisition Reimbursement Date; provided that, unless no drawing under the Acquisition Letter of Credit has been made and the Acquisition Letter of Credit has been returned to the Issuing Lender and cancelled on or before the Acquisition Reimbursement Date, no Tranche B Term Loans shall be made other than pursuant to subsection 3.3B for the purpose of reimbursing drawings under the Acquisition Letter of Credit. Amounts 35 borrowed under this subsection 2.1A(ii2.1A(iii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment Lender severally agrees to lend to Borrower Company on the Closing Initial Funding Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Lender's Tranche B Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000125,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Tranche B Term Loan Lenders shall be adjusted to (1) give effect to (a) any Tranche B Term Loan increases pursuant to subsection 2.1A(iv) and (b) any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in 10.1B. Each Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Loan Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31December 1, 2002 1999, if Tranche B Term Loans in the full amount of the Tranche B Term Loans have Loan Commitments (without taking account of any increase permitted under subsection 2.1A(iv))are not been made on or before that date. Subject to Except as permitted by subsection 2.1A(iv), Borrower Company may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has with a Tranche B Term -------------------- Loan Commitment severally agrees to lend to Borrower one or both Borrowers (on a joint and several basis) on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan -------- Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender's Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount ------------ of the Tranche B Term Loan Commitments is $45,000,000135,000,000; PROVIDED provided that the -------- Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31January 15, 2002 1999 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Each Borrower may make only one borrowing under the Tranche B Term Loan Commitments. The proceeds of each Tranche B Term Loan shall be made available to Borrowers as directed by either of them (with the proceeds to be used by one or both Borrowers as they may determine), it being understood and agreed that Borrowers shall be jointly and severally obligated with respect to each Tranche B Term Loan for the repayment thereof and all amounts owing with respect thereto. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a The Borrower shall repay to the Administrative Agent for the ratable account of the Tranche B Term Loan Commitment severally agrees to lend to Borrower on Lenders the Closing Date an aggregate principal amount not exceeding its Pro Rata Share of all Tranche B Term Loans outstanding in consecutive quarterly installments beginning with the end of the aggregate first full fiscal quarter commencing after the First Incremental Amendment Closing Date, in amounts equal to the following percentages of the amount of the Tranche B Term Loan Commitments to be used for Loans made on the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the First Incremental Amendment Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall installments shall, to the extent applicable, be reduced as a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount result of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that application of prepayments in accordance with the Tranche B Term Loan Commitments order of Lenders shall priority set forth in Section 2.05, or be adjusted to (1) give effect to any assignments increased as a result of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B the amount of Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Supplemental Term Loan Commitment shall expire immediately Commitments (such increased amortization payments to be calculated in the same manner (and without further action on March 31, 2002 if the same basis) as the schedule set forth below for the Tranche B Term Loans have not been made as of the First Incremental Amendment Closing Date)): Each March 31, June 30, September 30 and December 31 occurring on or before that date. Subject after the end of the first full fiscal quarter following the First Incremental Amendment Closing Date and prior to subsection 2.1A(iv), Borrower may make only one borrowing under the Maturity Date for the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.Facility 0.25% Maturity Date for the Tranche B Term Facility All unpaid aggregate principal amounts of any outstanding Tranche B Term Loans

Tranche B Term Loans. Borrower acknowledges that Tranche B Term Loans in an aggregate amount equal to $40,000,000 were advanced to Borrower on the Original Closing Date (of which $37,732,000 remains outstanding). The aggregate amount of the Tranche B Term Loan Commitments shall be increased from $37,732,000 to $142,732,000. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend Borrower the amount of such Lender’s unfunded Tranche B Term Loan Commitment; provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount give effect to any assignments of the Tranche B Term Loan Commitments pursuant to be used for the purposes identified in subsection 2.5A. 10.1B. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Effective Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount of the borrowing, and (iiiii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's ’s unfunded Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 the Business Day immediately following the Effective Date if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing two borrowings (on the Original Closing Date and on the Effective Date) under the Tranche B Term Loan CommitmentsCommitment. Amounts 35 borrowed under subsection 2.1A(ii) of the Existing Credit Agreement or under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date Company an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice Commitments. The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender’s Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000225,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments amount of the Tranche B Term Loan Commitments Commitment of each Lender shall be adjusted to give effect to any assignment of such Xxxxxxx X Term Loan Commitment pursuant to subsection 10.1B and (2) any increase in 10.1B. The Tranche B Term Loans Loan shall be incurred by Company pursuant to two drawings, with (x) the first such drawing to be made on the Closing Date for the purposes identified in subsection 2.1A(iv2.5A(i) and (y) the second such drawing to be made on the Final Redemption Date for the purposes identified in subsection 2.5A(ii). Each Lender's ’s Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 the Final Redemption Date if the Tranche B Term Loans have that are drawable pursuant to clause (y) in the immediately preceding sentence are not been made drawn on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment Lender severally agrees to lend to Borrower on the Closing Date Xxxxx-Xxxxxxxx an amount in Dollars not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Tranche B Lender’s Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth in the proposed Funding Date (which shall be a Business Day), Register and (ii) that such Loans shall be Base Rate Loans. The the aggregate amount of the Tranche B Term Loan Commitments is $45,000,000200,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders each Tranche B Lender shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B 10.2 and (2) may be increased from time to time by the amount of any increase thereto pursuant to subsection 2.1A(vi). The Tranche B Term Loan Commitments shall be available in two draws, the first of up to $50,000,000 available on the Closing Date with one additional draw of up to the remainder of the aggregate Tranche B Term Loan Commitments to be made not later than August 14, 2006. The Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's mature on the Tranche B Term Loan Commitment shall expire immediately Maturity Date, and without further action on March 31, 2002 if all Tranche B Term Loans and all other amounts owed hereunder with respect to the Tranche B Term Loans have not been made on or before shall be paid in full no later than that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently Loans repaid or prepaid may not be reborrowed. Any Tranche B Term Loan Commitments not utilized on or before August 14, 2006 shall terminate on such date.

Tranche B Term Loans. Each Lender that has with a Tranche B Term Loan Commitment severally agrees to lend to Borrower one or both Borrowers (on a joint and several basis) on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender's Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000365,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March August 31, 2002 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Each Borrower may make only one borrowing under the Tranche B Term Loan Commitments. The proceeds of each Tranche B Term Loan shall be made available to Borrowers as directed by either of them (with the proceeds to be used by one or both Borrowers as they may determine), it being understood and agreed that Borrowers shall be jointly and severally obligated with respect to each Tranche B Term Loan for the repayment thereof and all amounts owing with respect thereto. Amounts 35 borrowed under this subsection 2.1A(ii2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the i)the proposed Funding Date (which shall be a Business Day), and (ii) that ii)that such Loans shall be Base Rate Loans. Each Lender severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. The amount of each Lender's Tranche B Term Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate amount of the Tranche B Term Loan Commitments is $45,000,00015,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March January 31, 2002 2000 if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,00050,000,000; PROVIDED that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31June 30, 2002 2001 if the Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each (a) On the Effective Date, each Lender that has then holding a Tranche B Term Loan Commitment as of such date made a Tranche B Term Loan in an amount equal to such Lender's Tranche B Term Loan Commitment as set forth in Schedule A to this Agreement. (b) On the First Amendment Closing Date, each Lender holding a Supplemental Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Date Company an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Supplemental Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice 2.5C. The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Lender's Supplemental Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Commitment is set forth on Schedule A to the proposed Funding Date (which shall be a Business Day), First Amendment and (ii) that such Loans shall be Base Rate Loans. The the aggregate amount of the Supplemental Tranche B Term Loan Commitments is $45,000,00025,000,000; PROVIDED provided that the Supplemental Tranche B -------- Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Supplemental Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). 10.1B. Each Lender's Supplemental Tranche B Term Loan Commitment shall expire immediately and without further action on March 31, 2002 the First Amendment Closing Date if the Supplemental Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower Company may make only one borrowing under the Supplemental Tranche B Term Loan Commitments. Amounts 35 Any amount borrowed under this subsection 2.1A(iiSubsection 2.1A.(iii) and subsequently repaid or prepaid may not be reborrowed."

Tranche B Term Loans. Borrower acknowledges that Tranche B Term Loans in an aggregate amount equal to $45,000,000 were advanced to Borrower on the Original Closing Date (of which $44,775,000 remains outstanding) and only $135,000,000 of Tranche B Term Loans will be advanced to Borrower on the Effective Date. Each Lender that has a an unfunded Tranche B Term Loan Commitment severally agrees to lend to Borrower on the Closing Effective Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments Commitment to be funded on the Effective Date to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Effective Date, requesting a borrowing of the unfunded Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,000179,775,000; PROVIDED provided that the Tranche B Term Loan Commitments of Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Lender's unfunded Tranche B Term Loan Commitment shall expire immediately and without further action on March 31November 25, 2002 if the unfunded Tranche B Term Loans have not been made on or before that date. Subject to subsection 2.1A(iv), Borrower may make only one borrowing under the unfunded Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii) or previously borrowed under the corresponding section in the Existing Credit Agreement and subsequently repaid or prepaid may not be reborrowed.

Tranche B Term Loans. Each Lender that has a The Borrower shall repay to the Administrative Agent for the ratable account of the Tranche B Term Loan Commitment severally agrees to lend to Borrower on Lenders the Closing Date an aggregate principal amount not exceeding its Pro Rata Share of all Tranche B Term Loans outstanding in consecutive quarterly installments beginning with the end of the aggregate first full fiscal quarter commencing after the First Incremental Amendment Closing Date, in amounts equal to the following percentages of the amount of the Tranche B Term Loan Commitments to be used for Loans made on the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the First Incremental Amendment Closing Date, requesting a borrowing of the Tranche B Term Loans. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall installments shall, to the extent applicable, be reduced as a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount result of the Tranche B Term Loan Commitments is $45,000,000; PROVIDED that application of prepayments in accordance with the Tranche B Term Loan Commitments order of Lenders shall priority set forth in Section 2.05, or be adjusted to (1) give effect to any assignments increased as a result of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in Tranche B the amount of Term Loans pursuant to subsection 2.1A(iv). Each Lender's Tranche B Supplemental Term Loan Commitment shall expire immediately Commitments (such increased amortization payments to be calculated in the same manner (and without further action on March 31, 2002 if the same basis) as the schedule set forth below for the Tranche B Term Loans have not been made as of the First Incremental Amendment Closing Date)): Each March 31, June 30, September 30 and December 31 occurring on or before that date. Subject after the end of the first full fiscal quarter following the First Incremental Amendment Closing Date and prior to subsection 2.1A(iv), Borrower may make only one borrowing under the Maturity Date 0.25% Maturity Date for Term Facility All unpaid aggregate principal amounts of any outstanding Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(iiLoans” (j) Section 2.14(d) of the Credit Agreement is hereby amended by: (a) amending and subsequently repaid or prepaid may not be reborrowed.restating clause (iv) thereof as follows:

Tranche B Term Loans. Each Lender that has a Tranche B Term Loan Commitment Lender severally agrees to lend to Borrower Company on the Third Amendment Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Term Loan Commitments to be used for the purposes identified in subsection 2.5A. Borrower shall deliver to Administrative Agent a Notice The amount of Borrowing no later than 12:00 Noon (New York City time) at least one Business Day prior to the Closing Date, requesting a borrowing of the each Tranche B Term Loans. The Notice of Borrowing shall specify (i) Loan Lender's Tranche B Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the proposed Funding Date (which shall be a Business Day), and (ii) that such Loans shall be Base Rate Loans. The aggregate amount of the Tranche B Term Loan Commitments is $45,000,00025,000,000; PROVIDED provided that the Tranche B Term Loan Commitments of the Tranche B Term Loan Lenders shall be adjusted to (1) give effect to any assignments of the Tranche B Term Loan Commitments pursuant to subsection 10.1B and (2) any increase in 12.1B. Each Tranche B Term Loans pursuant to subsection 2.1A(iv). Each Loan Lender's Tranche B Term Loan Commitment shall expire immediately and without further action on March 31February 11, 2002 2000, if the Tranche B Term Loans have are not been made on or before that date. Subject to subsection 2.1A(iv), Borrower Company may make only one borrowing under the Tranche B Term Loan Commitments. Amounts 35 borrowed under this subsection 2.1A(ii2.1A(v) and subsequently repaid or prepaid may not be reborrowed. Tranche B Term Loans shall be available only in Dollars."