Common use of Tranche B Term Notes Clause in Contracts

Tranche B Term Notes. (i) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Dollar Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Tranche B Dollar Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Dollar Term Loan Lender to the Parent Borrower. Each Tranche B Dollar Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(i) and (z) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Euro Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Euro Term Loan Lender to the Parent Borrower. Each Tranche B Euro Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(ii) and (z) provide for the payment of interest in accordance with subsection 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of the Tranche B Dollar Term Loans then outstanding): April 7, 2005 $ 4,150,000 April 7, 2006 $ 4,150,000 April 7, 2007 $ 4,150,000 April 7, 2008 $ 4,150,000 April 7, 2009 $ 4,150,000 April 7, 2010 $ 4,150,000 July 7, 2010 $ 97,525,000 October 7, 2010 $ 97,525,000 January 7, 2011 $ 97,525,000 Final Maturity Date $ 97,525,000

Tranche B Term Notes. (ia) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)Lender, in order to evidence such Lender’s 's Tranche B Dollar Term Loan, Loan the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “"Tranche B Dollar Term Note”"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender Lender, or its valid and registered assigns, and in a principal amount equal to the unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by set forth opposite such Tranche B Dollar Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation, or any error therein, shall not affect any of the Parent Borrower. Each obligations of the Borrower under such Tranche B Dollar Term Note or this Agreement. Any Tranche B Term Note shall (xi) be dated the Closing Date, (yii) be payable as provided in subsection 2.6(b)(iSection 2.7(b) and (ziii) provide for the payment of interest in accordance with subsection Section 4.1. (iib) The Parent Borrower agrees that, upon the request to the Administrative Agent by any aggregate Tranche B Euro Term Loans of all the Tranche B Term Loan Lender made Lenders shall be payable in 12 consecutive quarterly installments on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender dates and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Euro Term Loan Lender to the Parent Borrower. Each Tranche B Euro Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(ii) and (z) provide for the payment of interest in accordance with subsection 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates date (or, if less, the aggregate amount of the Tranche B Dollar Term Loans Loan then outstanding): April 7Installment Amount ----------- ------ March 31, 2003 $2,000,000 June 30, 2003 $2,000,000 September 30, 2003 $2,000,000 December 31, 2003 $2,000,000 March 31, 2004 $2,750,000 June 30, 2004 $2,750,000 September 30, 2004 $2,750,000 December 31, 2004 $2,750,000 March 31, 2005 $ 4,150,000 April 7$4,000,000 June 30, 2006 $ 4,150,000 April 72005 $4,000,000 September 30, 2007 $ 4,150,000 April 72005 $4,000,000 December 31, 2008 $ 4,150,000 April 7, 2009 $ 4,150,000 April 7, 2010 $ 4,150,000 July 7, 2010 $ 97,525,000 October 7, 2010 $ 97,525,000 January 7, 2011 $ 97,525,000 Final Maturity Date $ 97,525,0002005 $4,000,000

Tranche B Term Notes. (i) The Parent Each Tranche B Term Loan Borrower agrees thatto which a Tranche B Term Loan is made, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)of an applicable Lender, in order to evidence such Lender’s Tranche B Dollar Term Loan, the Parent Borrower will execute and deliver to such Lender shall issue a promissory note to evidence the Tranche B Term Loans made by such Lender to such Tranche B Term Loan Borrower, substantially in the form of Exhibit A-3 B-3 to this Agreement (each, as amended, supplemented, replaced or otherwise modified from time to time, a “"Tranche B Dollar Term Note”"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a principal amount equal to the unpaid principal amount lesser of such Lender's Tranche B Term Loan Commitment Percentage of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by amount set forth opposite such Tranche B Dollar Term Loan Lender to the Parent Borrower. Each Tranche B Dollar Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(i) and (z) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Euro Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Euro Term Loan Lender to the Parent Borrower. Each Tranche B Euro Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(ii) and (z) provide for the payment of interest in accordance with subsection 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), 's name on the dates signature pages hereto and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the aggregate amount of the Tranche B Dollar Term Loans then outstanding): April 7Loan (or portions thereof) made by such Lender to such Tranche B Term Loan Borrower. A Tranche B Term Note and the Obligation evidenced thereby may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Tranche B Term Note and the Obligation evidenced thereby in the Register (and each Tranche B Term Note shall expressly so provide). Any assignment or transfer of all or part of an Obligation evidenced by a Tranche B Term Note shall be registered in the Register only upon surrender for registration of assignment or transfer of the Tranche B Term Note evidencing such Obligation, 2005 $ 4,150,000 April 7accompanied by an Assignment and Acceptance substantially in the form of Exhibit I duly executed by the Assignor thereof, 2006 $ 4,150,000 April 7, 2007 $ 4,150,000 April 7, 2008 $ 4,150,000 April 7, 2009 $ 4,150,000 April 7, 2010 $ 4,150,000 July 7, 2010 $ 97,525,000 October 7, 2010 $ 97,525,000 January 7, 2011 $ 97,525,000 Final Maturity Date $ 97,525,000and thereupon one or more new Tranche B Term Notes

Tranche B Term Notes. (ia) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)Lender, in order to evidence such Lender’s 's Tranche B Dollar Term Loan, Loan the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “"Tranche B Dollar Term Note”"; Tranche A Term Notes, and Tranche B Term Notes when hereinafter referred to collectively shall be referred to as "Term Notes"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by set forth opposite such Tranche B Dollar Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitment." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation shall not affect any of the Parent Borrower. Each obligations of the Borrower under such Tranche B Dollar Term Note or this Agreement. Any Tranche B Term Note shall (xi) be dated the Closing Date, (yii) be payable as provided in subsection 2.6(b)(i2.8(b) and (z) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Euro Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Euro Term Loan Lender to the Parent Borrower. Each Tranche B Euro Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(ii) and (ziii) provide for the payment of interest in accordance with subsection 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in 25 consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), on the dates and in the a principal amounts, subject to adjustment as set forth below, amount equal to the respective amounts amount set forth below (together with all accrued interest thereon) opposite the applicable installment dates date (or, if less, the aggregate amount of the Tranche B Dollar Term Loans then outstanding): April 733 6 Installment Amount ----------- ------ September 30, 2005 $ 4,150,000 April 71997 $250,000.00 December 31, 2006 $ 4,150,000 April 71997 $250,000.00 March 31, 2007 $ 4,150,000 April 71998 $250,000.00 June 30, 2008 $ 4,150,000 April 71998 $250,000.00 September 30, 2009 $ 4,150,000 April 71998 $250,000.00 December 31, 2010 $ 4,150,000 July 71998 $250,000.00 March 31, 2010 $ 97,525,000 October 71999 $250,000.00 June 30, 2010 $ 97,525,000 January 71999 $250,000.00 September 30, 2011 $ 97,525,000 Final Maturity Date $ 97,525,0001999 $250,000.00 December 31, 1999 $250,000.00 March 31, 2000 $250,000.00 June 30, 2000 $250,000.00 September 30, 2000 $250,000.00 December 31, 2000 $250,000.00 March 31, 2001 $250,000.00 June 30, 2001 $250,000.00 September 30, 2001 $250,000.00 December 31, 2001 $250,000.00 March 31, 2002 $500,000.00 June 30, 2002 $500,000.00 September 30, 2002 $500,000.00 December 31, 2002 $38,625,000.00 March 31, 2003 $38,625,000.00 June 30, 2003 $38,625,000.00 September 30, 2003 $38,625,000.00

Tranche B Term Notes. (ia) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Effective Date or in connection with any assignment pursuant to subsection 11.6(b11.6(c), in order to evidence such Lender’s 's Tranche B Dollar Term Loan, Loan the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, 40 47 replaced or otherwise modified from time to time, a “"Tranche B Dollar Term Note”"; the Tranche A Term Notes together with the Tranche B Term Notes, the "Term Notes"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth under such Tranche B Term Loan Lender's name on Schedule I opposite the heading "Tranche B Term Loan Commitment" and (b) the then unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Dollar Term Loan Lender to the Parent Borrower. Each Any Tranche B Dollar Term Note shall (xi) be dated the Closing Effective Date, (yii) be payable as provided in subsection 2.6(b)(i2.8(b) and (ziii) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any . A Tranche B Euro Term Loan Lender made on Note may be assigned or prior to otherwise transferred only by registration of such assignment or transfer in the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Register (and each Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender Note shall expressly so provide). Any assignment or transfer of a promissory note substantially Tranche B Term Note shall be registered in the form Register only upon surrender for registration of Exhibit A-4 (each, as amended, supplemented, replaced assignment or otherwise modified from time to time, a “Tranche B Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount transfer of the Tranche B Euro Term Loans made (or acquired Note accompanied by assignment pursuant to subsection 11.6(b)) an Assignment and Acceptance duly executed by such the assigning Tranche B Euro Term Loan Lender Lender, and thereupon a new Tranche B Term Loan Note shall be issued to the Parent Borrower. Each designated Assignee and the surrendered Tranche B Euro Term Loan Note shall (x) be dated returned by the Closing Date, (y) Administrative Agent to the Borrower marked "cancelled". No assignment of a Tranche B Term Loan Note shall be payable effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.6(b)(ii) and (z) provide for the payment of interest in accordance with subsection 4.12.8(a). (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in 28 consecutive quarterly installments (in each caseinstallments, subject to reduction as provided in subsection 4.4)commencing on February 28, 1998, on the dates and in the aggregate principal amounts, subject to adjustment as set forth below, equal to the respective amounts amount set forth below (together with all accrued interest thereon) opposite the applicable installment dates date (or, if less, the aggregate amount of the Tranche B Dollar Term Loans then outstanding): April 7Installment Amount ----------- ------ February 28, 2005 1998 $ 4,150,000 April 7125,000 May 31, 2006 1998 $ 4,150,000 April 7125,000 August 31, 2007 1998 $ 4,150,000 April 7125,000 November 30, 2008 1998 $ 4,150,000 April 7125,000 February 28, 2009 1999 $ 4,150,000 April 7125,000 May 31, 2010 1999 $ 4,150,000 July 7125,000 August 31, 2010 1999 $ 97,525,000 October 7125,000 November 30, 2010 1999 $ 97,525,000 January 7125,000 February 28, 2011 2000 $ 97,525,000 Final 125,000 May 31, 2000 $ 125,000 August 31, 2000 $ 125,000 November 30, 2000 $ 125,000 February 28, 2001 $ 125,000 May 31, 2001 $ 125,000 August 31, 2001 $ 125,000 November 30, 2001 $ 125,000 February 28, 2002 $ 125,000 May 31, 2002 $ 125,000 41 48 August 31, 2001 $ 125,000 November 30, 2001 $ 125,000 February 28, 2002 $ 125,000 May 31, 2002 $ 125,000 August 31, 2002 $ 125,000 November 30, 2002 $ 125,000 February 28, 2003 $6,250,000 May 31, 2003 $6,250,000 August 31, 2003 $6,250,000 November 30, 2003 $6,250,000 February 28, 2004 $9,375,000 May 31, 2004 $9,375,000 August 31, 2004 $9,375,000 Tranche B Maturity Date $ 97,525,000$9,375,000

Tranche B Term Notes. (ia) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Effective Date (or, in the case of any Incremental Tranche B Term Loan, on or prior to the Incremental Tranche B Effective Date) or in connection with any assignment pursuant to subsection 11.6(b)of its Loan, in order to evidence such Term Loan Lender’s 's Tranche B Dollar Term Loan, the Parent Borrower will execute and deliver to such Term Loan Lender a one or more promissory note notes substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Tranche "TRANCHE B Dollar Term Note”TERM NOTE"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a an aggregate principal amount equal to the lesser of (i) the sum of (A) the amount set forth opposite such Term Loan Lender's name on Schedule I under the heading "Tranche B Term Loan Commitment" plus (B) the amount set forth opposite such Term Loan Lender's name on Schedule A-1 under the heading "Incremental Tranche B Term Loan Commitment" and (ii) the unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Dollar Term Loan Lender to the Parent BorrowerLender. Each Tranche B Dollar Term Note shall (x) be dated the Closing Effective Date (or, in the case of any Incremental Tranche B Term Loan, the Incremental Tranche B Effective Date), (y) be payable as provided in subsection 2.6(b)(i) and (z) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Euro Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Euro Term Loan Lender to the Parent Borrower. Each Tranche B Euro Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(ii2.8(b) and (z) provide for the payment of interest in accordance with subsection 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in 20 consecutive annual installments up to and including April 7, 2010 and thereafter in consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), on the dates and in the a principal amounts, subject to adjustment as set forth below, amount equal to the respective amounts amount set forth below (together with all accrued interest thereon) opposite the applicable installment dates date (or, if less, the aggregate amount of the Tranche B Dollar Term Loans then outstanding): April 7, 2005 $ 4,150,000 April 7, 2006 $ 4,150,000 April 7, 2007 $ 4,150,000 April 7, 2008 $ 4,150,000 April 7, 2009 $ 4,150,000 April 7, 2010 $ 4,150,000 July 7, 2010 $ 97,525,000 October 7, 2010 $ 97,525,000 January 7, 2011 $ 97,525,000 Final Maturity Date $ 97,525,000): SECTION 5. AMENDMENT TO SUBSECTION 2.9 (PROCEDURE FOR TERM LOAN BORROWING). Subsection 2.9 of the Credit Agreement is hereby amended in its entirety to read as follows:

Tranche B Term Notes. (ia) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Dollar Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b)Lender, in order to evidence such Lender’s 's Tranche B Dollar Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-3 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Tranche B Dollar Term Note”), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Dollar Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Dollar Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Tranche B Dollar Term Loan Lender to the Parent Borrower. Each Tranche B Dollar Term Note shall (x) be dated the Closing Date, (y) be payable as provided in subsection 2.6(b)(i) and (z) provide for the payment of interest in accordance with subsection 4.1. (ii) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche B Euro Term Loan Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Tranche B Euro Term Loan, the Parent Borrower will execute and deliver to such Lender a 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 Euro Term Note”"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche B Euro Term Loan Lender and in a principal amount equal to the unpaid principal amount of the Tranche B Euro Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by set forth opposite such Tranche B Euro Term Loan Lender's name on Schedule 1.1 under the heading "Tranche B Term Loan Commitments." Each Tranche B Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche B Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche B Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche B Term Note, and any such recordation shall, in the absence of manifest error and to the extent permitted by applicable law, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche B Term Loan Lender to make any such recordation, or any error therein, shall not affect any of the Parent Borrower. Each obligations of the Borrower under such Tranche B Euro Term Note or this Agreement. Any Tranche B Term Note shall (xi) be dated the Closing Amendment Effective Date, (yii) be payable as provided in subsection 2.6(b)(iiSection 2.7A(b) and (ziii) provide for the payment of interest in accordance with subsection Section 4.1. (b) (i) The aggregate Tranche B Dollar Term Loans of all the Tranche B Dollar Term Loan Lenders shall be payable in consecutive annual installments up to and including April 7, 2010 and thereafter in 18 consecutive quarterly installments (in each case, subject to reduction as provided in subsection 4.4), on the dates and in the a principal amounts, subject to adjustment as set forth below, amount equal to the respective amounts amount set forth below (together with all accrued interest thereon) opposite the applicable installment dates date (or, if less, the aggregate amount of the Tranche B Dollar Term Loans Loan then outstanding): April 7Installment Amount ------------------- -------- December 31, 2005 $ 4,150,000 April 71999 $100,000 March 31, 2006 $ 4,150,000 April 72000 $100,000 June 30, 2007 $ 4,150,000 April 72000 $100,000 September 30, 2008 $ 4,150,000 April 72000 $100,000 December 31, 2009 $ 4,150,000 April 72000 $100,000 7 7 Installment Amount ------------------- -------- March 31, 2010 $ 4,150,000 July 72001 $100,000 June 30, 2010 $ 97,525,000 October 72001 $100,000 September 30, 2010 $ 97,525,000 January 72001 $100,000 December 31, 2011 $ 97,525,000 Final Maturity Date $ 97,525,0002001 $100,000 March 31, 2002 $100,000 June 30, 2002 $100,000 September 30, 2002 $100,000 December 31, 2002 $100,000 March 31, 2003 $100,000 June 30, 2003 $100,000 September 30, 2003 $100,000 December 31, 2003 $100,000 March 31, 2004 $28,300,000