Common use of Tranche C Term Loans Clause in Contracts

Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Lender severally agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan made by such Consenting Tranche C 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 C Term Loan”); provided that if the aggregate principal amount of the Original Tranche B Term Loan made by the respective Consenting Tranche C 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) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the amount of such Consenting Tranche C Term Loan Lender’s Converted Tranche C Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with a Tranche C Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan or term loans to the Bermuda Borrower (each, an “Additional Tranche C Term Loan” and, collectively, the “Additional Tranche C Term Loans”, and, together with the Converted Tranche B Term Loans, each, a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”), which Tranche C Term Loans:

Tranche C Term Loans. Subject The Borrower and all or certain of the Lenders may, with the consent of the Agent, at any one time during the period from and including the Restatement Effective Date to and upon but excluding the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Lender severally agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan made by Commitment Termination Date agree that such Consenting Lenders shall become Tranche C Term Loan Lender Lenders by executing and delivering 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 C Term Loan”); provided that if the aggregate principal amount of the Original Tranche B Term Loan made by the respective Consenting Tranche C 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) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the amount of such Consenting Tranche C Term Loan Lender’s Converted Tranche C Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with Agent a Tranche C Term Loan Commitment Activation Notice specifying the respective Tranche C Term Loan Commitments of the Tranche C Lenders, the Credit Agreement Tranche C Term Loan Activation Date, the rate of commitment fee, if any, payable by the Borrower in respect of the Tranche C Term Loan Commitments, the Applicable Margin for Tranche C Term Loans and otherwise duly completed. Each Tranche C Lender severally agrees to makeagrees, on the Restatement Effective Dateterms and conditions of this Agreement, a term loan to make one or more term loans to the Bermuda Borrower (each, an “Additional in Dollars during the period from and including the Tranche C Term Loan” and, collectively, Loan Activation Date to but excluding the “Additional Tranche C Term Loans”, and, together with Loan Commitment Termination Date in an aggregate principal amount up to but not exceeding the Converted Tranche B Term Loans, each, a “amount of the Tranche C Term Loan” andLoan Commitment of such Tranche C Lender as in effect from time to time, collectively, provided that in no event shall the “proceeds of the Tranche C Term Loans”)Loans be used for any purpose other than to finance the consummation of the WSYX Acquisition and Other Acquisitions and transaction expenses in connection therewith. Thereafter, which subject to the terms and conditions of this Agreement, the Borrower may Convert Tranche C Term Loans:Loans of one Type into Tranche C Term Loans of another Type (as provided in Section 2.08 hereof) or Continue Tranche C Term Loans of one Type as Tranche C Term Loans of the same Type (as provided in Section 2.08 hereof). Tranche C Term Loans that are prepaid may not be reborrowed. Nothing in this Section 2.01(c) shall be construed to obligate any Lender to execute a Tranche C Term Loan Activation Notice.

Tranche C Term Loans. Subject to and upon The aggregate amount of the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Commitment is $165,000,000. Each Lender severally agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan made by such Consenting Tranche C 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 C Term Loan”); provided that if the aggregate principal amount of the Original Tranche B Term Loan made by the respective Consenting Tranche C 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) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the amount of such Consenting Tranche C Term Loan Lender’s Converted Tranche C Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with has a Tranche C Term Loan Commitment severally agrees (a) to make, convert on the Restatement First Amendment Effective Date, a term loan or term loans Date each “Tranche A Term Loan” and “Tranche B Term Loan” (if any) made by such Lender under (and as defined in) this Agreement and outstanding immediately prior to giving effect to the Bermuda Borrower (each, an “Additional First Amendment to a Tranche C Term Loan” and, collectively, Loan hereunder (and Borrower hereby agrees to such conversion) and (b) to make to Borrower on the “Additional First Amendment Effective Date a Tranche C Term Loan hereunder in an amount equal to the excess (if any) of such Lender’s Tranche C Term Loan Commitment over the aggregate principal amount of such Lender’s Tranche A Term Loan and/or Tranche B Term Loan (if any) being converted on the First Amendment Effective Date to Tranche C Term Loans”, andso that, together with after giving effect to the Converted conversion of the Tranche A Term Loans and Tranche B Term Loans, each, a “Loans into Tranche C Term Loan” andLoans pursuant to clause (a) above and the making of all such Tranche C Term Loans pursuant to clause (b) above, collectivelyeach Lender that has a Tranche C Term Loan Commitment will have made or deemed made, as the “case may be, a Tranche C Term Loan to Borrower in an amount equal to its Pro Rata Share of the aggregate amount of the Tranche C Term Loan Commitments, to be used for the purposes identified in subsection 2.5A. Each Tranche C Term Loan shall be deemed to have the same Interest Period as the Tranche A Term Loan or Tranche B Term Loan it replaces, and no making of or conversion into a Tranche C Term Loan hereunder shall result in the commencement of a new Interest Period; provided, however, that each Lender’s Term C Loans will be reallocated among the LIBOR Loans for each outstanding Interest Period and the outstanding Base Rate Loans such that the Lenders having Term C Loan Commitments shall own their respective Pro Rata Shares of such LIBOR Loans for each Interest Period and Base Rate Loans. 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 Amendment Effective Date, requesting a borrowing of the Tranche C Term Loans”. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), which (ii) the amount of the borrowing, and (iii) that such Loans (other than converted Loans) shall be Base Rate Loans. Each Lender’s unfunded Tranche C Term Loans:Loan Commitment shall expire immediately and without further action at the close of business on the First Amendment Effective Date if the Tranche C Term Loans have not been made on such date. Borrower may make only one borrowing (on the First Amendment Effective Date) under the Tranche C Term Loan Commitment. Amounts borrowed under this subsection 2.1A(iv) and subsequently repaid or prepaid may not be reborrowed.”

Tranche C Term Loans. Subject Each Lender having a Tranche C Term -------------------- Loan Commitment severally agrees to and upon the terms and conditions set forth herein, (I) lend to Company on each Consenting Tranche C Term Loan Lender severally agrees that, on Funding Date an aggregate amount not exceeding its Pro Rata Share of the Restatement Effective Date, aggregate amount of the Original Tranche B Term Loan made by such Consenting Tranche C Term Loan Lender Commitments to be used for the Bermuda Borrower pursuant purposes identified in subsection 2.5B; provided, however, that Tranche -------- ------- C Term Loans in an aggregate principal amount equal to the Original Credit Agreement and outstanding $50,000,000 shall be made to Company on the Restatement Effective Date (immediately or prior to giving effect thereto) shall convert (the “Term Loan Conversion”) into a new term loan to the Bermuda Borrower (each such term loanNovember 30, a “Converted Tranche C Term Loan”)1999; provided provided, further that if -------- ------- the aggregate principal amount of the Original Tranche B C Term Loan Loans made by the respective Consenting on or prior to November 30, 1999 shall not exceed $50,000,000. The amount of each Lender's Tranche C Term Loan Lender to Commitment as of the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Third Amendment Effective Date (immediately prior to giving effect thereto) exceeds the amount is set forth opposite the its name of such Lender on Schedule I 2.1 annexed hereto under (as amended on ------------ the heading “Converted Tranche C Term Loans,” Third Amendment Effective Date) and the original aggregate amount of such Consenting the Tranche C Term Loan Lender’s Converted Commitments is $75,000,000; provided that the -------- Tranche C Term Loan Commitments of Lenders shall equal be adjusted to give effect to any assignments of the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B C Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) Commitments pursuant to subsection 10.1B. The Tranche C Term Loan Commitment of each Lender with having a Tranche C Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan or term loans (i) shall be reduced by an amount equal to the Bermuda Borrower (each, an “Additional principal amount of the Tranche C Term Loan” and, collectively, the “Additional Loan made by such Lender on each Tranche C Term Loans”Loan Funding Date, andimmediately after giving effect thereto, together with and (ii) to the Converted Tranche B Term Loansextent unused, eachshall expire on the close of business on January 31, a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”), which Tranche C Term Loans:2000. Amounts borrowed under this subsection 2.1A(iii-b) and subsequently repaid or prepaid may not be reborrowed."

Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Lender severally agrees thatto make one or more Tranche C Term Loans to the Borrower (or, on the Restatement Effective Dateas provided below, the Original to convert Tranche B Term Loan made by such Consenting Loans into Tranche C Term Loans) on the First Restatement Effective Date in a principal amount not exceeding its Tranche C Term Loan Commitment. Amounts prepaid or repaid in respect of Tranche C Term Loans may not be reborrowed. Notwithstanding the foregoing, it is understood and agreed that any Tranche C Lender that also holds any Tranche B Term Loans may elect, by notice to the Bermuda Borrower pursuant Administrative Agent, that the Tranche C Term Loans required to the Original Credit Agreement and outstanding be made by such Lender on the First Restatement Effective Date (immediately prior to giving effect thereto) shall convert (the “Term Loan Conversion”) into a new term loan shall, to the Bermuda Borrower (each extent of the portion of such term loan, a “Converted Tranche C Term Loan”); provided that if Loans not exceeding the aggregate principal amount of the Original Tranche B Term Loan Loans of such Lender, be made by the respective Consenting converting such Tranche B Term Loans into Tranche C Term Loan Lender Loans (and each reference in this Agreement or the First Restatement to the Bermuda Borrower pursuant "making" of any Tranche C Term Loan, or words of similar import, shall in the case of such Lender be deemed to include such conversion). Without limiting the generality of the foregoing, it is understood that the Tranche C Term Loans into which the Tranche B Term Loans are so converted shall be treated identically to the Original Credit Agreement Tranche C Term Loans being funded (and outstanding not being converted from Tranche B Term Loans) on the First Restatement Effective Date (immediately prior to giving effect thereto) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted and shall have identical Interest Periods in identical proportions and durations as all other Tranche C Term Loans,” the amount of such Consenting Tranche C Term Loan Lender’s Converted Tranche C Term Loan shall equal the amount so set forth Loans (and, for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original these purposes, any Interest Periods for Tranche B Term Loan Loans that are Eurodollar Loans in excess thereof shall be repaid effect on the First Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with a Tranche C Term Loan Commitment severally agrees to make, shall be terminated on the First Restatement Effective Date, a term loan or term loans to the Bermuda Borrower (each, an “Additional and any such converting Lender shall be paid accrued interest on its Tranche C B Term Loan” and, collectively, the “Additional Tranche C Term Loans”, andLoans being so converted, together with any amounts payable under Section 2.14, as if the Converted Tranche B Term Loans, each, a “Tranche C Term Loan” and, collectively, Loans were being prepaid in full on the “Tranche C Term Loans”First Restatement Effective Date), which Tranche C Term Loans:."

Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Lender severally agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan made by such Consenting Tranche C 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 C Term Loan”"); provided that if the aggregate principal amount of the Original Tranche B Term Loan made by the respective Consenting Tranche C 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) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “"Converted Tranche C Term Loans,” " the amount of such Consenting Tranche C Term Loan Lender’s 's Converted Tranche C Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s 's outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with a Tranche C Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan or term loans to the Bermuda Borrower (each, an “"Additional Tranche C Term Loan” " and, collectively, the “"Additional Tranche C Term Loans”", and, together with the Converted Tranche B Term Loans, each, a “"Tranche C Term Loan” " and, collectively, the “"Tranche C Term Loans”"), which Tranche C Term Loans:

Tranche C Term Loans. Subject to and upon the terms and conditions set forth herein, (I) each Consenting Tranche C Term Loan Each Lender severally agrees that, on the Restatement Effective Date, the Original Tranche B Term Loan made by such Consenting Tranche C 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 C Term Loan”); provided that if the aggregate principal amount of the Original Tranche B Term Loan made by the respective Consenting Tranche C 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) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the amount of such Consenting Tranche C Term Loan Lender’s Converted Tranche C Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) each Lender with has a Tranche C Term Loan Commitment severally agrees to make, lend to Company on the Restatement Second Amendment Effective Date, a term loan or term loans to Date an amount not exceeding its Pro Rata Share of the Bermuda Borrower (each, an “Additional aggregate amount of the Tranche C Term Loan” and, collectively, Loan Commitments to be used for the “Additional purposes identified in subsection 2.5A(iii). The amount of each Lender’s Tranche C Term Loans”Loan Commitment is set forth opposite its name on Schedule 2.1 to the Second Amendment and the aggregate amount of the Tranche C Term Loan Commitments is $80,000,000; provided that the amount of the Tranche C Term Loan Commitment of each Lender shall be adjusted to give effect to any assignment of such Tranche C Term Loan Commitment pursuant to subsection 10.1B; and provided further, andthat the Tranche C Term Loans shall be borrowed with OID of 0.50%. Each Lender’s Tranche C Term Loan Commitment shall expire immediately and without further action on May 30, together with 2008, if the Converted Tranche B C Term Loans are not made on or before that date. Company may make only one borrowing under the Tranche C Term Loan Commitments. Amounts borrowed under this subsection 2.1A(v) and subsequently repaid or prepaid may not be reborrowed. For purposes of subsection 2.10, the Tranche C Term Loan Commitments shall constitute Incremental Term Loan Commitments, the Tranche C Term Loans shall constitute a tranche of Other Term Loans, each, a “and the borrowing of the Tranche C Term Loan” and, collectively, Loans shall constitute a utilization of the “Incremental Amount. This subsection 2.1A(v) is intended to be a more particular exposition of the provisions of subsection 2.1A(iv) as applied to the Tranche C Term LoansLoan Commitments established pursuant to the Incremental Assumption Agreement executed and delivered on the date of the Second Amendment.”), which Tranche C Term Loans:

Tranche C Term Loans. Subject Subsection 2.1A of the Credit Agreement is hereby further amended by adding the following as a new subsection 2.1A(iii- b) immediately after subsection 2.1A(iii): "(iii-b) Tranche C Term Loans. Each Lender having a Tranche C Term -------------------- Loan Commitment severally agrees to and upon the terms and conditions set forth herein, (I) lend to Company on each Consenting Tranche C Term Loan Lender severally agrees that, on Funding Date an aggregate amount not exceeding its Pro Rata Share of the Restatement Effective Date, aggregate amount of the Original Tranche B Term Loan made by such Consenting Tranche C Term Loan Lender Commitments to be used for the Bermuda Borrower pursuant to purposes identified in subsection 2.5B; provided, however, that 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 C Term Loan”); provided that if the -------- ------- aggregate principal amount of Tranche C Term Loans made prior to the Original Tranche B Term Loan made by the respective Consenting Final Tranche C Term Loan Lender to the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Funding Date (immediately prior to giving effect thereto) exceeds the amount set forth opposite the name of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the shall not exceed $50,000,000. The amount of such Consenting each Lender's Tranche C Term Loan Lender’s Converted Commitment as of the Second Amendment Effective Date is set forth opposite its name on Schedule 2.1 annexed ------------ hereto (as amended on the Second Amendment Effective Date) and the aggregate amount of the Tranche C Term Loan Commitments as of the Second Amendment Effective Date is $75,000,000; provided that the Tranche C Term -------- Loan Commitments of Lenders shall equal be adjusted to give effect to any assignments of the amount so set forth for such Lender on Schedule I and the outstanding principal amount of such Lender’s outstanding Original Tranche B C Term Loan in excess thereof shall be repaid on the Restatement Effective Date (together with interest, breakage costs and any other amounts owing with respect thereto as provided below), and (II) Commitments pursuant to subsection 10.1B. The Tranche C Term Loan Commitment of each Lender with having a Tranche C Term Loan Commitment severally agrees to make, on the Restatement Effective Date, a term loan or term loans (i) shall be reduced by an amount equal to the Bermuda Borrower (each, an “Additional principal amount of the Tranche C Term Loan” and, collectively, the “Additional Loan made by such Lender on each Tranche C Term Loans”Loan Funding Date, andimmediately after giving effect thereto, together with and (ii) to the Converted Tranche B Term Loansextent unused, eachshall expire on the close of business on November 30, a “Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”), which Tranche C Term Loans:1999. Amounts borrowed under this subsection 2.1A(iii-b) and subsequently repaid or prepaid may not be reborrowed."