Common use of Tranche D Term Loans Clause in Contracts

Tranche D Term Loans. Each Tranche D Term Loan Lender having an Original Tranche D Term Loan Commitment severally agrees to lend to Company on the Second Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Original Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowed.

Tranche D Term Loans. Each Tranche D Term Loan Lender having an Original a Tranche D Term Loan Commitment severally agrees to lend to Company on the Second Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share Pro Rata Share of the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A. The amounts amount of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are is set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,00040,000,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Original Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi2.1A(vii) and subsequently repaid or prepaid may not be reborrowed.

Tranche D Term Loans. Each Subject to the terms and conditions set forth herein, each Tranche D D-1 Term Loan Lender having outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Tranche D-1 Term Loan. Tranche D-1 Term Loans that were Eurodollar Loans with a particular Interest Period under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans under this Agreement with an Original initial Interest Period equal to the then remaining Interest Period for such Eurodollar Loans under the Existing Credit Agreement (and with the same Eurodollar Rate).Tranche D-1 Term Loans that were Base Rate Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Base RateLoans under this Agreement. Tranche D D-1 Term Loans may from time to time be Eurodollar Loans or Base Rate Loans as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.09 and 4.05. Subject to the terms and conditions set forth herein, each Tranche D-2 Term Loan Commitment severally agrees to lend to Company on outstanding under the Second Amended and Restated Existing Credit Agreement Closing immediately prior to the New Restatement Effective Date an amount not exceeding its pro rata share of shall remain outstanding under this Agreement as a Tranche D-2 Term Loan. Tranche D-2 Term Loans that were Eurodollar Loans with a particular Interest Period under the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Existing Credit Agreement Closing immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans under this Agreement with an amount not exceeding its pro rata share of initial Interest Period equal to the aggregate amount of then remaining Interest Period for such Eurodollar Loans under the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for Existing Credit Agreement (and with the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Original Tranche D same Eurodollar Rate).Tranche D-2 Term Loans are not made on or before that date and (ii) at were Base Rate Loans under the close of business on the Second Amended and Restated Existing Credit Agreement Closing Dateimmediately prior to the New Restatement Effective Date shall initially be Base Rate Loans under this Agreement. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D D-2 Term Loans are not made on may from time to time be Eurodollar Loans or before that date Base Rate Loans as determined by the Borrowers and (ii) at notified to the close of business on the Third Amended Administrative Agent in accordance with Sections 2.09 and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowed4.05.

Tranche D Term Loans. Each (a) Subject to the terms and conditions set forth herein, each Tranche D Term Lender hereby agrees, severally and not jointly, to make, on the Restatement Effective Date, a Tranche D Term Loan Lender having an Original to the US Borrower in a principal amount not to exceed the amount of such Lender’s Tranche D Term Loan Commitment severally agrees to lend to Company on Commitment. Unless previously terminated, the Second Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Original Tranche D Term Loan CommitmentsCommitments shall terminate at 5:00 p.m., New York City time, on the Restatement Effective Date. (b) On the Restatement Effective Date, the US Borrower shall use the proceeds of the Tranche D Term Loans for the Refinancing and all reasonable fees and expenses associated therewith. Effective as of such prepayment thereof, all obligations of the US Borrower relating to any of the Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans (other than such obligations which pro rata share is set forth opposite by the express terms of the Existing Credit Agreement survive the repayment of such Loans) shall be fully paid and discharged and shall terminate automatically. In addition, on the Restatement Effective Date, the US Borrower shall pay to the Administrative Agent, for the accounts of each of the applicable Tranche A Term Lenders, Tranche B Term Lenders and Tranche C Term Lenders under the Existing Credit Agreement (collectively, the “Prepaid Term Lenders”) receiving such prepayments, (A) accrued and unpaid interest on the principal amounts of their respective Term Loans being prepaid, and (B) to the extent incurred, all breakage costs under Section 2.17 of the Existing Credit Agreement and all other amounts owing to each such Prepaid Term Lenders in respect of the prepaid portion of their Term Loans pursuant to the Existing Credit Agreement. (c) Notwithstanding the foregoing, any Tranche D Term Lender may satisfy all or a portion of its name on SCHEDULE 2.1 attached heretoTranche D Commitment by converting the principal amounts of Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans held by such Lender into Tranche D Term Loans of the same principal amounts as the amounts so converted (a “Conversion”), provided, however, that such converted portions of existing Term Loans of any Tranche (“Converted Term Loans”) may not exceed the amounts of such Term Loans of that Tranche held by such Lender (a “Converting Lender”) that would otherwise have been prepaid with the proceeds of the Tranche D Term Loans pursuant to paragraph (b) above. For purposes hereof and of the Credit Agreement, a Converting Lender’s Converted Term Loans shall be deemed to have been prepaid with the proceeds of such Converting Lender’s Tranche D Term Loans into which they are converted. On the Restatement Effective Date, each Tranche D Lender will be deemed to have made Tranche D Term Loans in the amount, if any, of its Converted Term Loans, and each Tranche D Term Loan Lender having an Additional will make Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding Loans by funding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan CommitmentsCommitment in cash in the amount, if any, by which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of Commitment exceeds the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999amounts, if the Original Tranche D any, of such Lender’s Converted Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowedLoans.

Tranche D Term Loans. Each Tranche D Term Loan Lender having an Original Tranche D Term Loan Commitment severally agrees to lend to Company on the Second Amended and Restated Credit Agreement Closing Fifth Amendment Effective Date an amount not exceeding its pro rata share Pro Rata Share of the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case Commitments to be used for the purposes identified in subsection 2.5A. 2.5E. The amounts original amount of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are is set forth opposite such Tranche D Term Loan Lender's its name on SCHEDULE 2.1 Schedule 1 annexed hereto. The aggregate amount of to the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 Fifth Amendment and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. 141,500,000. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment (which term for purposes of this sentence shall not include the New Tranche D Term Loan Commitments) shall expire immediately and without further action on the earlier of (i) December 31August 4, 1999, 2003 if the Original Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Datedate. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under (which term for purposes of this sentence shall not include the Additional New Tranche D Term Loan Commitments). Amounts borrowed under this subsection 2.1A(vi2.1A(ii)(c) 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 "C" with the letter "D" in the defined terms "Tranche C Term Loan Commitments", "Tranche C Term Loans", "New Tranche C Term Loan Commitments", "New Tranche C Term Loans", and "New Tranche C 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 C Term Loan" with the defined term "Tranche D 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 Fifth Amendment Effective Date, Company will execute and deliver to each Lender having a Tranche D Term Loan Commitment a Tranche D Term Note substantially in the form of Exhibit B to the Fifth Amendment to evidence that Lender's Tranche D 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 D Term Loan substantially in the form of Exhibit B to the Fifth Amendment, with appropriate insertions." E. Subsection 2.2A of the Credit Agreement is hereby amended by adding the following new subsection (v) at the end thereof:

Tranche D Term Loans. Each Subject to the terms and conditions set forth herein, each Tranche D Term Loan Lender having an Original agrees to make one or more Tranche D Term Loans to the Borrower (or, as provided below, to convert Tranche C Term Loans into Tranche D Term Loans) on the Second Restatement Effective Date in a principal amount not exceeding its Tranche D Term Loan Commitment severally agrees Commitment. Amounts prepaid or repaid in respect of Tranche D Term Loans may not be reborrowed. Notwithstanding the foregoing, it is understood and agreed that any Tranche D Lender that also holds any Tranche C Term Loans may elect, by notice to lend the Administrative Agent, that the Tranche D Term Loans required to Company on the be made by such Second Amended and Restated Credit Agreement Closing Lender on the Second Restatement Effective Date an amount not exceeding its pro rata share shall, to the extent of the aggregate amount portion of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000, Loans not exceeding the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate principal amount of the Tranche C Term Loans of such Lender, be made by converting such Tranche C Term Loans into Tranche D Term Loan Commitments Loans (and each reference in the Second Restatement to the "making" of any Tranche D 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 $92,500,000; PROVIDED understood that the Tranche D Term Loan Commitments of Loans into which the Tranche D C Term Loan Lenders Loans are so converted shall be adjusted treated identically to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Loans being funded (and not being converted from Tranche D C Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action Loans) on the earlier of (i) December 31, 1999, if the Original Second Restatement Effective Date and shall have identical Interest Periods in identical proportions and durations as all other Tranche D Term Loans (and, for these purposes, any Interest Periods for Tranche C Term Loans that are not made on or before that date and (ii) at the close of business Eurodollar Loans in effect on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment Restatement Effective Date shall expire immediately and without further action be terminated on the earlier of (i) June 30Second Restatement Effective Date, 2000and any such converting Lender shall be paid accrued interest on its Tranche C Term Loans being so converted, together with any amounts payable under Section 2.14, as if the Additional Tranche D C Term Loans are not made on or before that date and (ii) at the close of business were being prepaid in full on the Third Amended and Restated Credit Agreement Closing Second Restatement Effective Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowed)."

Tranche D Term Loans. Each (a) Subject to the terms and conditions set forth herein, each Continuing Lender and each Additional Lender agrees to make Tranche D Term Loan Lender having an Original Loans to the US Borrower on the Second Amendment Effective Date in amounts equal to its Tranche D Term Loan Commitment severally agrees to lend to Company on (as defined below). Notwithstanding anything herein or in the Second Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of to the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000contrary, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate principal amount of the Tranche D Term Loans shall not exceed the aggregate principal amount of the Existing Tranche B Term Loans immediately prior to the Second Amendment Effective Date. For purposes hereof, a Person shall become an Additional Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Second Amendment Effective Date, a signature page to this Amendment specifically in the capacity of an “Additional Lender” setting forth the amounts of Tranche D Term Loans such Person commits to make on the Second Amendment Effective Date. The “Tranche D Term Loan Commitments Commitment” for any Tranche D Term Loans of (i) any Continuing Lender shall be the principal amount of its Existing Tranche B Term Loans or such lesser amount as is $92,500,000; PROVIDED that determined by Goldman and UBS and notified to such Lender prior to the Second Amendment Effective Date and (ii) any Additional Lender shall be the amount of such commitment set forth on its signature page hereto or such lesser amount as is allocated to it by Goldman and UBS and notified to it prior to the Second Amendment Effective Date. The aggregate amount of Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments equal the aggregate principal amount of the Existing Tranche D B Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Original Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowedLoans.

Tranche D Term Loans. Each Subject to the terms and conditions set forth herein, each Tranche D D-1 Term Loan Lender having outstanding under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall remain outstanding under this Agreement as a Tranche D-1 Term Loan. Tranche D-1 Term Loans that were Eurodollar Loans with a particular Interest Period under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans under this Agreement with an Original initial Interest Period equal to the then remaining Interest Period for such Eurodollar Loans under the Existing Credit Agreement (and with the same Eurodollar Rate).Tranche D-1 Term Loans that were Base Rate Loans under the Existing Credit Agreement immediately prior to the New Restatement Effective Date shall initially be Base Rate Loans under this Agreement. Tranche D D-1 Term Loans may from time to time be Eurodollar Loans or Base Rate Loans as determined by the Borrowers and notified to the Administrative Agent in accordance with Sections 2.09 and 4.05. Subject to the terms and conditions set forth herein, each Tranche D-2 Term Loan Commitment severally agrees to lend to Company on outstanding under the Second Amended and Restated Existing Credit Agreement Closing immediately prior to the New Restatement Effective Date an amount not exceeding its pro rata share of shall remain outstanding under this Agreement as a Tranche D-2 Term Loan. Tranche D-2 Term Loans that were Eurodollar Loans with a particular Interest Period under the aggregate amount of the Original Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche D Term Loan Lender having an Additional Tranche D Term Loan Commitment severally agrees to lend to Company on the Third Amended and Restated Existing Credit Agreement Closing immediately prior to the New Restatement Effective Date shall initially be Eurodollar Loans under this Agreement with an amount not exceeding its pro rata share of initial Interest Period equal to the aggregate amount of then remaining Interest Period for such Eurodollar Loans under the Additional Tranche D Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for Existing Credit Agreement (and with the purposes identified in subsection 2.5A. The amounts of each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment and each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment are set forth opposite such Tranche D Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche D Term Loan Commitments is $40,000,000, the aggregate amount of the Additional Tranche D Term Loan Commitments is $52,500,000 and the aggregate amount of the Tranche D Term Loan Commitments is $92,500,000; PROVIDED that the Tranche D Term Loan Commitments of Tranche D Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche D Term Loan Commitments pursuant to subsection 10.1B. Each Tranche D Term Loan Lender's Original Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) December 31, 1999, if the Original Tranche D same Eurodollar Rate).Tranche D-2 Term Loans are not made on or before that date and (ii) at were Base Rate Loans under the close of business on the Second Amended and Restated Existing Credit Agreement Closing Dateimmediately prior to the New Restatement Effective Date shall initially be Base Rate Loans under this Agreement. Each Tranche D Term Loan Lender's Additional Tranche D Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche D D-2 Term Loans are not made on may from time to time be Eurodollar Loans or before that date Base Rate Loans as determined by the Borrowers and (ii) at notified to the close of business on the Third Amended Administrative Agent in accordance with Sections 2.09 and Restated Credit Agreement Closing Date. Company may make only one borrowing under the Original Tranche D Term Loan Commitments and may make only one borrowing under the Additional Tranche D Term Loan Commitments. Amounts borrowed under this subsection 2.1A(vi) and subsequently repaid or prepaid may not be reborrowed4.05.