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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans 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 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 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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the Bermuda Borrower pursuant to a single drawing on the Restatement Second Amendment Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereinafter provided, shall, at the option an amount not exceeding its Pro Rata Share of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part aggregate amount of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided Commitments to be used for the purposes identified in clause (b)(I) above (and as subsection 2.5A(iii). The amount of each Lender’s Tranche C Term Loan Commitment is set forth opposite its name on Schedule I hereto under 2.1 to the heading “Converted Second Amendment and the aggregate amount of the Tranche C Term Loans”) plus (y) Loan Commitments is $80,000,000; provided that the amount of the Tranche C Term Loan Commitment of such each Lender (if any) as in effect on the Restatement Effective Date (before giving shall be adjusted to give effect to any reductions thereto on assignment of such date Tranche C Term Loan Commitment pursuant to Section 3.03(c)). In connection with subsection 10.1B; and provided further, that the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing shall be borrowed with OID of Original 0.50%. Each Lender’s Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), existing on the Restatement Effective Date (immediately prior to the C Term Loan Conversion) Commitment shall expire immediately and maintained as Eurodollar Loans under without further action on May 30, 2008, if 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 C Term Loans (after giving effect to are not made on or before that date. Company may make only one borrowing under the Tranche C Term Loan Conversion 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 incurrence of Additional Tranche C Term Loan Commitments shall constitute Incremental Term Loan Commitments, the Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing shall constitute a tranche of Other Term Loans, and the borrowing of the Tranche C Term Loans on shall constitute a pro rata basis (based upon their respective 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 Loan Borrowing Amounts as in effect Commitments established pursuant to the Incremental Assumption Agreement executed and delivered on the Restatement Effective Date) and (iii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage and/or other costs date 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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowedSecond Amendment.”

Tranche C Term Loans. (a) 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 to make Tranche C Term Loan Lender Loans to the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Amendment Effective Date (immediately prior to giving effect thereto) shall convert (the “Term Loan Conversion”) into in 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 set forth on Schedule A to make, on this Amendment; provided that such commitments of 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 Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Tranche C Term Loans”, and, together with the Converted Tranche B Term Loans, each, a “. (b) The obligations of each Tranche C Term Loan” and, collectively, the “Lender to make Tranche C Term Loans”), which Tranche C Term LoansLoans on the Amendment Effective Date is subject to the satisfaction of the following conditions: (i) shallThe conditions set forth in Section 4.02 of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Tranche C Term Lenders shall have received a certificate of a Financial Officer, dated the Amendment Effective Date, to such effect; (ii) The Administrative Agent shall have received favorable legal opinions of (A) Lxxxxx & Wxxxxxx LLP, special counsel to the Loan Parties, and (B) Sxxxxx X. Xxxx, General Counsel of Allied Waste, in each case addressed to the case of Additional Tranche C Lenders and dated the Amendment Effective Date, covering such matters relating to the Tranche C Term Loans, be incurred by this Amendment, the Bermuda Borrower pursuant to a single drawing on Credit Agreement as amended and restated hereby, and the Restatement Effective Date for other Loan Documents and security interests thereunder as the purposes described in Section 7.05(a); (ii) Administrative Agent may reasonably request, which opinions shall be denominated in Dollarsreasonably satisfactory to the Administrative Agent; (iii) except as hereinafter providedThe Administrative Agent shall have received for each of Allied Waste, shallthe Borrower and each other Material Loan Party, at the option a certificate of the Bermuda BorrowerSecretary or an Assistant Secretary of such Material Loan Party, dated the Amendment Effective Date and certifying that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the extent required) duly adopted by the board of directors (or members or partners, where applicable) of such Material Loan Party authorizing the execution, delivery and performance of this Amendment and the Credit Agreement as amended hereby, and the amendment of any other Loan Documents to which it is party required to be incurred and maintained asamended hereby; (iv) To the extent deemed necessary or appropriate by the Administrative Agent, 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 each Security Document shall have been amended to provide the benefits thereof to the Tranche C Term Loans made as part and the obligations of the same Borrowing shall at all times consist of Tranche C Term Loans of Loan Parties in connection therewith on the same Type basis as such benefits are provided to the Tranche B Term Loans; (v) Each Loan Party that has not executed and (B) unless delivered this Amendment shall have entered into a written instrument reasonably satisfactory to the Administrative Agent has determined pursuant to which it confirms that it consents to this Amendment and that the Syndication Date has occurred (at Security Documents to which time this clause (B) shall no longer be applicable), no more than four Borrowings of Tranche C Term Loans it is party will continue 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 apply in respect of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to below)Credit Agreement, each of which Borrowings of Eurodollar Loans may only have an Interest Period of one weekas amended and restated hereby, 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 BorrowingObligations thereunder; and (ivvi) shall not exceed for any Lender, in initial principal amount, that amount which equals the sum The conditions to effectiveness of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as this Amendment set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowed4 hereof shall have been satisfied.

Tranche C Term Loans. Subject Each Lender severally agrees to and upon lend to Company on the terms and conditions set forth herein, (I) each Consenting Second Amendment Effective Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche C Term Loan Lender severally agrees that, on Commitments to be used for 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 purposes identified in subsection 2.5C. The original 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 each 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 's 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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as is set forth opposite its name on Schedule I hereto under 1 annexed to the heading “Converted Tranche C Term Loans”) plus (y) Second Amendment and the aggregate amount of the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c))Commitments is $193,500,000. In connection with the Each Lender's Tranche C Term Loan Conversion Commitment (which term for purposes of this sentence shall not include the New Tranche C Term Loan Commitments) shall expire immediately and without further action on August 6, 2002 if the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), existing are not made on the Restatement Effective Date (immediately prior to the Term Loan Conversion) and maintained as Eurodollar Loans or before that date. Company may make only one borrowing 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C Term Loan Borrowing Amounts as in effect on the Restatement Effective Date) and Commitments (iii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage and/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 pre- ceding clause (ii) which term for purposes of this Section 1.01(b). Once repaid, sentence shall not include the New Tranche C Term Loans Loan Commitments). Amounts borrowed under this subsection 2.1A(ii)(b) and subsequently repaid or prepaid may not be reborrowed." B. The paragraph immediately following subsection 2.1A(ii) of the Credit Agreement is hereby amended by replacing the letter "B" with the letter "C" in the defined terms "Tranche B Term Loan Commitments", "Tranche B Term Loans", "New Tranche B Term Loan Commitments", "New Tranche B Term Loans", and "New Tranche B Term Loan Lender". C. Subsections 2.1D(ii) and 2.1D(iii) of the Credit Agreement are hereby amended by replacing the defined term "Tranche B Term Loan" with the defined term "Tranche C Term Loan." D. Subsection 2.1E of the Credit Agreement is hereby amended by adding the following at the end of the first paragraph thereof: "On the Second Amendment Effective Date, Company will execute and deliver to each Lender having a Tranche C Term Loan Commitment a Tranche C Term Note substantially in the form of Exhibit B to the Second Amendment to evidence that Lender's Tranche C Term Loans, with appropriate insertions. If requested by any Lender by written notice to Company (with a copy to Administrative Agent), Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to subsection 10.1) promptly after Company's receipt of such notice a promissory note or promissory notes to evidence such Lender's Tranche C Term Loan substantially in the form of Exhibit B to the Second Amendment, with appropriate insertions." E. Subsection 2.2A of the Credit Agreement is hereby amended by adding the following new subsection (iv) at the end thereof:

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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding preceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowed.

Tranche C Term Loans. (A) Subject to and upon the terms and conditions set forth herein, (Ii) each Consenting Tranche C B Term Loan Lender severally agrees that, on to convert (the Restatement Effective Date, the Original "Tranche B Term Loan made by Conversion"), on the Third Amendment Effective Date, all Tranche B Term Loans of such Consenting Tranche C B Term Loan Lender to the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Third Amendment Effective Date (immediately prior to giving effect thereto) shall convert (the “Term Loan Conversion”) into a new term loan to loans hereunder owing by the Bermuda Borrower (each such term loan, a “"Converted Tranche C Term Loan”); provided that if " and, collectively, 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 (IIii) each Lender with a Tranche C Term Loan Commitment severally agrees to make, on the Restatement Third Amendment 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 C Term Loans, each, a “Tranche C Term Loan” and, collectively, the “"Tranche C Term Loans”)") to the Bermuda Borrower, which Tranche C Term Loans: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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; (iiiii) except as hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Eurodollar Loans, provided that (Ax) except as otherwise specifically provided in Section 1.10(b), all Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C Term Loans of the same Type and (By) 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 C Term Loans to on the Third Amendment Effective Date shall be maintained as Eurodollar Loans may be incurred prior subject to the 30th day after the Restatement Effective Date rules set forth in clause (or, if later, the last day B) of the Interest Period applicable to the fourth Borrowing of Eurodollar Loans referred to this Section 1.01(i) 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 (iviii) shall not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted the Tranche C B Term Loan (Loans, if any, made by such Lender and outstanding on the Third Amendment Effective Date (immediately prior to giving effect thereto) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “"Converted Tranche C Term Loans”) plus " and (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Third Amendment Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c3.03(f)). In Once repaid, Tranche C Term Loans may not be reborrowed. (B) (i) Each Borrowing of Tranche B Term Loans existing on the Third Amendment Effective Date immediately prior to the Tranche B Term Loan Conversion and maintained as Eurodollar Loans (each, an "Existing Tranche B Term Loan Borrowing") shall, upon the occurrence of the Tranche B Term Loan Conversion, be deemed to be a new Borrowing of Tranche C Term Loans for all purposes of this Agreement, (ii) each such newly-deemed Borrowing of Tranche C Term Loans shall be subject to the same Interest Period (and Eurodollar Rate) as the Existing Tranche B Term Loan Borrowing to which it relates, (iii) Additional Tranche C Term Loans shall be initially incurred pursuant to a single Borrowing of Eurodollar Loans which shall be added to (and thereafter be deemed to constitute a part of) each such newly-deemed Borrowing of Tranche C Term Loans on a pro rata basis (based on the relative sizes of the various such newly-deemed Borrowings of Tranche C Term Loans) and (iv) in connection with the Tranche B Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b1.01(i), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Tranche B Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b1.01(i)(A)) participate in each new newly-deemed Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C Term Loan Borrowing Amounts as in effect on the Restatement Third Amendment Effective Date). (C) In connection with the Tranche B Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to Section 1.01(i)(A), the Lenders and the Bermuda Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, (i) if requested by any Lender making Additional Tranche C Term Loans which "match funds", the Bermuda Borrower shall pay to such Lender such amounts necessary, as reasonably determined by such Lender, to compensate such Lender for making such Additional Tranche C Term Loans in the middle of an existing Interest Period (rather than at the beginning of the respective Interest Period, based upon the rates then applicable thereto) and (iiiii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage and/or or other costs of the type referred to in Section 1.11 of the Original Credit Agreement (if any) incurred in connection with the Tranche B Term Loan Conversion and/or the actions taken pursuant to pre- ceding preceding clause (iiB) of this Section 1.01(b1.01(i). Once repaid. (D) On and after the Third Amendment Effective Date, each Consenting Tranche B Term Lender which holds a Tranche B Term Note shall be entitled to surrender such Tranche B Term Note to the Bermuda Borrower against delivery of a Tranche C Term Note completed in conformity with Section 1.05; provided that if any such Tranche B Term Note is not so surrendered, then from and after the Third Amendment Effective Date such Tranche B Term Note shall be deemed to evidence the Converted Tranche C Term Loans may not be reborrowedinto which the Xxxxxxx X Term Loans theretofore evidenced by such Tranche B Term Note have been converted.

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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “"Converted Tranche C Term Loans”") plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding preceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowed.

Tranche C Term Loans. Subject (a) The Borrower may, with notice to and upon the terms and conditions set forth hereinAdministrative Agent but without the consent of the Required Lenders, (I) each Consenting from time to time after the Closing Date, but prior to the Tranche C Term Loan Lender severally agrees that, on the Restatement Effective Termination Date, request to borrow term loans ("TRANCHE C TERM LOANS"); PROVIDED that the Original Tranche B Term Loan made by such Consenting aggregate additional Tranche C Term Loan Lender to the Bermuda Borrower Loans obtained pursuant to this subsection shall not exceed 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 aggregate Tranche C Term Loan”Commitments and shall, in each case, aggregate at least $20,000,000 per requested borrowing (or such lesser remaining amount); provided PROVIDED FURTHER, that if the aggregate principal amount Leverage Ratio shall be less than or equal to (x) the Leverage Ratio permitted for such period pursuant to subsection 8.1(a) minus (y) .25. Upon receipt of such notice, the Original Tranche B Term Loan made by Administrative Agent will seek the respective Consenting agreement of one or more Lenders (including New Lenders) to make Tranche C Term Loan Lender Loans in an aggregate amount equal 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 requested by the outstanding principal amount Borrower. (b) If one or more of such Lender’s outstanding Original Tranche B Term Loan in excess thereof the Lenders (including New Lenders) 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 have agreed to make a Tranche C Term Loan Commitment severally agrees pursuant to make, on a request made as described in the Restatement Effective Date, a term loan or term loans foregoing clause (a) (it being understood that no Lender shall have any obligation to the Bermuda Borrower (each, an “Additional make any Tranche C Term Loan” and), collectively, the “Additional such Tranche C Term Loans”Loans shall be made available to the Borrower, andon a date mutually agreed upon among the Administrative Agent, together with the Converted Tranche B Term Loans, each, a “Borrower and the Lenders providing such Tranche C Term Loan” and, collectively, Loans and shall be implemented pursuant to documentation consistent herewith and otherwise in form and substance reasonably satisfactory to the “Administrative Agent. (c) Tranche C Term Loans”), which Loans made or agreed to pursuant to this subsection 2.7 shall mature on the Tranche C Term Loans: Loan Termination Date and (i) shall5% of the Tranche C Term Loans shall amortize in equal quarterly installments until the date one year prior to the Tranche C Term Loan Termination Date and (ii) 95% of the Tranche C Term Loans shall be outstanding on the date one year prior to the Tranche C Term Loan Termination Date and such 95% shall amortize in equal quarterly installments during the course of such year; PROVIDED, that such percentages may be modified as a result of (A) any optional prepayment made in accordance with subsection 4.4 and (B) any mandatory prepayment made in accordance with subsection 4.5 as applied in accordance with subsection 4.3(d). Interest, fee rates and (subject to the case immediately preceding sentence) other material terms with respect to the Tranche C Term Loans shall be determined at the time of Additional issuance of such Tranche C Term Loans based upon then prevailing market conditions. Within 5 Business Days of any borrowing of Tranche C Term Loans, be incurred by the Bermuda Borrower pursuant Administrative Agent shall deliver 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 each Tranche C Term Loans made as part Lender, an amortization schedule substantially in the form of subsection 4.3(a) and a revised Schedule 1.1 reflecting the same Borrowing shall at all times consist of Tranche C Term Loans Commitment 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 each Tranche C Term Loans to Lender. Such schedules shall be maintained as Eurodollar Loans may be incurred prior deemed a part hereof and shall supercede any then existing amortization schedule or Schedule 1.1, in each case, with respect 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”. (d) plus Any bank, financial institution or other entity (yincluding any existing Lender) which, with (except in the case of an existing Lender) the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a "Lender" under this agreement pursuant to this subsection 2.7 shall execute a Tranche C Lender Supplement (each, a "TRANCHE C LENDER SUPPLEMENT") substantially in the form of Exhibit I, whereupon such bank, financial institution or other entity (a "NEW LENDER") or such existing Lender, as the case may be, shall become a Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion for all purposes and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), existing on the Restatement Effective Date (immediately prior to the Term Loan Conversion) same extent as if originally a party hereto and maintained as Eurodollar Loans under the Original Credit Agreement shall, simultaneously with the occurrence of the Term Loan Conversion, shall be broken, (ii) the Administrative Agent shall (bound by and is hereby authorized to) take all appropriate actions to ensure that all Lenders with outstanding Tranche C Term Loans (after giving effect entitled to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) benefits of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowedAgreement.

Tranche C Term Loans. (a) The Original Term Loans were made to the Borrower on the Closing Date. Subject to and upon the terms and conditions set forth hereinhereof, (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 and each Continuing Term Loan Lender severally agrees to make a term loan (which, in 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 “case of a Continuing Term Loan Conversion”) into a new term loan to the Bermuda Borrower (each such term loanLender, a “Converted Tranche C Term Loan”); provided that if the aggregate principal amount of the Original Tranche B Term Loan may be 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 converting all of such Lender on Schedule I hereto under the heading “Converted Tranche C Term Loans,” the amount of such Consenting Tranche C Continuing Term Loan Lender’s Converted Tranche C Original Term Loan shall equal the amount so set forth for such Lender on Schedule I and the outstanding principal amount Loans pursuant to clause (b) of such Lender’s outstanding Original Tranche B Term Loan in excess thereof shall be repaid on the Restatement Effective Date this subsection) (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: (i) shall, in to the case of Additional Tranche C Term Loans, be incurred by the Bermuda Borrower pursuant to a single drawing on the Restatement First Amendment Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate a principal amount not to exceed the amount of its Converted such Lender’s Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as Commitment/Conversion set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C to its Lender Addendum. The Term Loans”Loans may from time to time be (x) plus Eurodollar Loans in Dollars, (y) ABR Loans or (z) a combination thereof, as determined by the Tranche C Term Loan Commitment of such Lender Borrower and notified to the Administrative Agent in accordance with subsections 2.8 and 4.2. (if anyb) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and making of the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)clause (a) above, (i) by delivering notice to the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), existing on the Restatement Effective Date (immediately Administrative Agent three Business Days prior to the First Amendment Effective Date, any Continuing Term Loan Conversion) and maintained as Eurodollar Loans under Lender may elect to make all of such Lender’s Tranche C Term Loan requested by the Borrower in accordance with subsection 2.8 to be made on the First Amendment Effective Date by converting all of the outstanding principal amount of 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 Loans held by such Lender into Tranche C Term Loans (after giving effect to each, a “Converted Term Loan”). On the First Amendment Effective Date, the Converted Term Loan Conversion and the incurrence Loans shall be converted for all purposes of Additional this Agreement into Tranche C Term Loans, and the Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Tranche C Term Loans. Any written notice to the Administrative Agent delivered by an applicable Lender pursuant to this Section 1.01(b)) participate in each new Borrowing subsection shall specify the amount of Tranche C Term Loans on a pro rata basis (based upon their respective such Lender’s Tranche C Term Loan Borrowing Amounts Commitment/Conversion and the principal amount of the Original Term Loans held by such Lender that are to be converted into Tranche C Term Loans. (c) Notwithstanding any provision of this Agreement, the provisions of subsections 4.10, 4.11, 4.12, 4.13 and 11.5 as in effect on immediately prior to the Restatement First Amendment 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 First Amendment Effective Date) and (iii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowed.

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” and, collectively, the “Loan Commitment of such Tranche C Term Loans”), which Tranche C Term Loans: (i) shall, Lender as in the case of Additional Tranche C Term Loans, be incurred by the Bermuda Borrower pursuant effect from time 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans or Eurodollar Loanstime, provided that (A) except as otherwise specifically provided in Section 1.10(b), all no event shall the proceeds of the Tranche C Term Loans made as part be used for any purpose other than to finance the consummation of the same Borrowing shall at all times consist WSYX Acquisition and Other Acquisitions and transaction expenses in connection therewith. Thereafter, subject to the terms and conditions of this Agreement, the Borrower may Convert Tranche C Term 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 and (B) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicableas provided in Section 2.08 hereof), no more than four Borrowings of . Tranche C Term Loans to that are prepaid may not 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 (ivreborrowed. Nothing in this Section 2.01(c) shall not exceed for be construed to obligate any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Lender to execute a Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowedActivation Notice.

Tranche C Term Loans. (a) Subject to and upon the terms and conditions set forth hereinhereof, (I) each Consenting Tranche C Term Loan Original Lender severally agrees that, on the Restatement Effective Date, the Original with a Tranche B Term Loan made by such Consenting Tranche C Term Loan Lender (other than a Reduced Lender) who executes and delivers a counterpart of this Agreement severally agrees 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 exchange its 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 Loans for such Lender on Schedule I and the a like 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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on the Amendment Effective Date, which exchange shall be deemed to be the making of a pro rata basis (based upon their respective Tranche C Term Loan Borrowing Amounts as by such Lender for such amount. (b) The Borrower shall prepay all Tranche B Term Loans of (i) Original Lenders that do not execute and deliver a counterpart of this Amendment and Restatement on or before the Amendment Effective Date and (ii) the Reduced Lenders, in effect each case with a portion of the gross proceeds of such Tranche C Term Loans and, by its signature hereof, each Lender exchanging its Tranche B Term Loan for a Tranche C Term Loan and each Reduced Lender consents to such prepayment. Any such prepayment may be effected on the Restatement Amendment Effective DateDate without regard to any notice requirement, minimum principal amount or pro rata allocation provision otherwise applicable thereto under this Agreement. (c) Each Reduced Lender who executes and delivers a counterpart of this Agreement and agrees to a prepayment of its Tranche B Term Loan shall be deemed to have made Tranche C Term Loans in an amount equal to its Tranche C Term Loan Commitment. (iiid) the Bermuda The Borrower shall be obligated to pay to the respective Original Lenders breakage and/or other costs of the type referred to in Section 1.11 of all accrued and unpaid interest under the Original Credit Agreement (if any) incurred in connection with on the Tranche B Term Loan Conversion and/or Loans to the actions taken pursuant to pre- ceding clause (ii) Original Lenders holding Tranche B Term Loans on the Amendment Effective Date and any breakage loss or expense under Section 2.13 of this Section 1.01(b)Agreement. Once repaidOn the Amendment Effectiveness Date, the Tranche B Term Loans shall be deemed paid in full and discharged. (e) The holders of the Tranche C Term Loans may not shall be reborrowedentitled to the same guarantees and security interests pursuant to the Security Agreement and the other Security Documents from and after the Amendment Effective Date as the benefits which the holders of the Tranche B Term Loans had been entitled immediately prior to the Amendment Effective Date.

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 Term Loan made by the respective Consenting Tranche C Term Loan Lender to the Bermuda Borrower pursuant to the Original Credit Agreement and outstanding Loans made on the Restatement Effective Date (immediately or 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 November 30, 1999 shall not exceed $50,000,000. The amount of such Consenting Tranche C Term Loan each 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 's Tranche C Term Loan Commitment severally agrees to make, on as of 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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the Bermuda Borrower pursuant to a single drawing on the Restatement Third Amendment Effective Date for the purposes described in Section 7.05(a); (ii) shall be denominated in Dollars; (iii) except as hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate principal amount of its Converted Tranche C Term Loan (if any) made as provided in clause (b)(I) above (and as is set forth opposite its name on Schedule I 2.1 annexed hereto under (as amended on ------------ the heading “Converted Third Amendment Effective Date) and the original aggregate amount of the Tranche C Term Loans”) plus (y) Loan Commitments is $75,000,000; provided that the -------- Tranche C Term Loan Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche C Term Loan Commitments pursuant to subsection 10.1B. The Tranche C Term Loan Commitment of such each Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on having a pro rata basis (based upon their respective Tranche C Term Loan Borrowing Amounts as in effect on the Restatement Effective DateCommitment (i) and (iii) the Bermuda Borrower shall be obligated to pay reduced by an amount equal to the respective Original Lenders breakage and/or other costs principal amount of the type referred to in Section 1.11 of the Original Credit Agreement (if any) incurred in connection with the Tranche C Term Loan Conversion and/or the actions taken pursuant to pre- ceding clause made by such Lender on each Tranche C Term Loan Funding Date, immediately after giving effect thereto, and (ii) to the extent unused, shall expire on the close of business on January 31, 2000. Amounts borrowed under this Section 1.01(b). Once repaid, Tranche C Term Loans 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 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: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained as, and/or converted into make 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C Term Loans to be maintained the Borrower (or, as Eurodollar provided below, to convert Tranche B Term Loans may be incurred prior to into Tranche C Term Loans) on the 30th day after the First 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) the aggregate a principal amount of not exceeding its Converted Tranche C Term Loan (if any) made as provided Commitment. Amounts prepaid or repaid in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under the heading “Converted Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment respect of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, 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 Administrative Agent, that the Tranche C Term Loans required to be made by such Lender on the First Restatement Effective Date shall, to the extent of the portion of such Tranche C Term Loans not exceeding the aggregate principal amount of the Tranche B Term Loans of such Lender, be made by converting such Tranche B Term Loans into Tranche C Term Loans (and each reference in this Agreement or the First Restatement to the "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 Tranche C Term Loans being funded (and not being converted from Tranche B Term Loans) on the First Restatement Effective Date and shall have identical Interest Periods in identical proportions and durations as all other Tranche C Term Loans (and, for these purposes, any Interest Periods for Tranche B Term Loans that are Eurodollar Loans in effect on the First Restatement Effective Date shall be terminated on the First Restatement Effective Date, and any such converting Lender shall be paid accrued interest on its Tranche B Term Loans being so converted, together with any amounts payable under Section 2.14, as if the Tranche B Term Loans were being prepaid in full on the First Restatement Effective Date)."

Tranche C Term Loans. (a) 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: (i) shall, in the case each Continuing Term Lender agrees to continue all or part of Additional its Existing Term Loans as Tranche C Term Loans, be incurred Loans on the date requested by the Bermuda Borrower pursuant to a single drawing on be the Restatement Amendment Effective Date for in a principal amount up to the purposes described in Section 7.05(aamount of such Continuing Term Lender’s Tranche C Term Commitment (as defined below); (ii) shall be denominated each Additional Tranche C Term Lender agrees to make an Additional Tranche C Term Loan on the Amendment Effective Date to the Borrower in Dollars;a principal amount equal to its Tranche C Term Commitment; and (iii) except as hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 each Additional Tranche C Term Loans made as part of the same Borrowing shall at all times consist of Lender that is also a Continuing Term Lender agrees to make an Additional Tranche C Term Loans Loan on the Amendment Effective Date to the Borrower in a principal amount equal to the excess of the same Type and (Bx) 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 such Additional Tranche C Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Restatement Effective Date Lender’s Tranche C Term Commitment over (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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (xy) the aggregate principal amount of its Converted Existing Term Loans continued as Tranche C Term Loan Loans (if any) made as provided in clause (b)(I) above (and as set forth opposite its name on Schedule I hereto under such Additional Tranche C Term Loans, the heading “Converted Supplemental Tranche C Term Loans”) plus (y) ; the commitment of any Continuing Term Lender with respect thereto, its “Supplemental Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(c)Commitment”). In connection with For the Term Loan Conversion and avoidance of doubt, the incurrence of Additional Tranche C Existing Term Loans pursuant to this Section 1.01(b), (i) the Interest Period applicable to each Borrowing of a Continuing Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), existing on the Restatement Effective Date (immediately prior to the Term Loan Conversion) Lender must be continued in whole 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 C Term Loans (after giving effect to the Term Loan Conversion and the incurrence of Additional Tranche C Term Loans pursuant to this Section 1.01(b)) participate in each new Borrowing of Tranche C Term Loans on a pro rata basis (based upon their respective Tranche C 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 and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans may not be reborrowedcontinued in part unless approved by J.X. Xxxxxx Securities LLC (the “Lead Arranger”).

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 Loans”, and, together with Loan hereunder in an amount equal to the Converted Tranche B Term Loans, each, a “excess (if any) of such Lender’s Tranche C Term Loan” and, collectively, the “Tranche C Term Loans”), which Tranche C Term Loans: (i) shall, in the case of Additional Tranche C Term Loans, be incurred by the 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 hereinafter provided, shall, at the option of the Bermuda Borrower, be incurred and maintained 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 C Term Loans made as part of the same Borrowing shall at all times consist of Tranche C 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 C 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 not exceed for any Lender, in initial principal amount, that amount which equals the sum of (x) Loan Commitment over the aggregate principal amount of its Converted such Lender’s Tranche C A Term Loan and/or Tranche B Term Loan (if any) made as provided in clause (b)(I) above (and as set forth opposite its name being converted on Schedule I hereto under the heading “Converted First Amendment Effective Date to Tranche C Term Loans”) plus (y) the Tranche C Term Loan Commitment of such Lender (if any) as in effect on the Restatement Effective Date (before , so that, after giving effect to any reductions thereto on such date pursuant to Section 3.03(c)). In connection with the conversion of the Tranche A Term Loan Conversion Loans and the incurrence of Additional Tranche B Term Loans into Tranche C Term Loans pursuant to this Section 1.01(b), clause (ia) the Interest Period applicable to each Borrowing of Original Tranche B Term Loans, subject to conversion pursuant to this Section 1.01(b), 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 C Term Loans (after giving effect to the Term Loan Conversion above and the incurrence making of Additional all such Tranche C Term Loans pursuant to this Section 1.01(bclause (b) above, each 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), (ii) participate in each new Borrowing 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 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 a pro rata basis such date. Borrower may make only one borrowing (based upon their respective on the First Amendment Effective Date) under the Tranche C Term Loan Borrowing Commitment. Amounts as in effect on the Restatement Effective Dateborrowed under this subsection 2.1A(iv) and (iii) the Bermuda Borrower shall be obligated to pay to the respective Original Lenders breakage and/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 pre- ceding clause (ii) of this Section 1.01(b). Once repaid, Tranche C Term Loans subsequently repaid or prepaid may not be reborrowed.”