Common use of Additional Term Loans Clause in Contracts

Additional Term Loans. The Borrower may at any time and from time to time prior to December 31, 2000, at its sole cost and expense, request any one or more of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loans.

Additional Term Loans. The So long as no Default or Event of --------------------- Default then exists or would result therefrom, the Borrower may shall have the right at any time on or after January 1, 1999 and from time to time on or prior to December 31August 5, 2000 to request on two occasions that one or more Banks provide Additional Term Loan Commitments to make Additional Term Loans, it being understood and agreed, however, that (i) all Additional Term Loans made pursuant to Section 1.01(a)(B) and this Section 1.14 pursuant to each such request shall be made on a single date within 30 days after any such request is made by the Borrower as provided above, provided that all such Additional Term Loans shall be required to be incurred on or prior to August 5, 2000, (ii) no Bank shall be obligated to provide an Additional Term Loan Commitment or make any Additional Term Loans as a result of any such request by the Borrower, (iii) any Bank may provide an Additional Term Loan Commitment (and make an Additional Term Loan pursuant thereto) without the consent of any other Bank but with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (iv) the aggregate principal amount of all Additional Term Loans permitted to be made pursuant to Section 1.01(a)(B) and this Section 1.14 shall be $250,000,000, and to the extent that such amount is less than $250,000,000, such amount shall be at its sole cost least $10,000,000 and expensein integral multiples of $1,000,000 in excess thereof, (v) if, after the Borrower has requested the then existing Banks to provide Additional Term Loan Commitments pursuant to this Section 1.14, the Borrower has not received Additional Term Loan Commitments in an aggregate amount equal to that amount of Additional Term Loans which the Borrower desires to incur pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), request any one or Additional Term Loan Commitments from Persons which would qualify as Eligible Transferees hereunder in an aggregate amount equal to such deficiency, and (vi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent. Not less than 30 days, but no more of than 60 days, prior to each proposed Additional Term Loan Borrowing Date, the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory Borrower shall deliver to the Administrative Agent a notice indicating that the Borrower desires to incur Additional Term Loans pursuant to Section 1.01(a)(B) and this Section 1.14, which notice shall specify the proposed Additional Term Loan Borrowing Date and the Issuing Bank aggregate principal amount of Additional Term Loans that the Borrower desires to make additional term loansincur on such date. The Administrative Agent shall promptly transmit a copy of such notice to the Banks, by submitting a together with such other information as the Administrative Agent considers necessary in connection therewith (including any fees that the Borrower has agreed to pay to those Banks which will provide the Additional Term Loan Supplement duly executed Loans to be made pursuant to such request). Together with each notice delivered by the Borrower and each such Lender or other Personto the Administrative Agent pursuant to this Section 1.14, as the case may be. If such Term Loan Supplement is in all respects reasonably Borrower also shall deliver evidence satisfactory to the Administrative Agent, including an officer's certificate of the Borrower (accompanied by any required financial calculations in reasonable detail) and an opinion of counsel for the Borrower, that the incurrence of such Additional Term Loans does not violate the terms of the Senior Note Documents, which opinion of counsel also shall cover such other customary matters as the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and may reasonably request. In connection with each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date incurrence of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Additional Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E1.01(a)(B) and this Section 1.14, the Banks hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall take all such actions as may be necessary to ensure that all Banks with outstanding Term Loans (including the Additional Term Loans to be made on the respective Additional Term Loan Borrowing Date) participate in each Borrowing of outstanding Term Loans on a pro rata basis (including by having such Additional Term Loans spread --- ---- out over the then outstanding Borrowings of Term Loans on a pro rata basis even --- ---- though as a result thereof such Additional Term Loans may effectively have received a shorter Interest Period than the then existing Term Loans), and it is hereby agreed that to the extent such certificatesAdditional Term Loans are spread out over the then outstanding Borrowings of Term Loans, legal opinions the Banks that have made such Additional Term Loans shall be entitled to receive an effective interest rate on such Additional Term Loans equal to the Eurodollar Rate as in effect two Business Days prior to the incurrence of such Additional Term Loans plus the then Applicable Margin until the end of the then respective current Interest Periods. To the extent that any Person that is not already a then existing Bank is going to make an Additional Term Loan pursuant to Section 1.01(a)(B) and other items this Section 1.14, such Person shall enter into such documentation as it shall may reasonably request in connection with be requested by the Administrative Agent to join such additional term loansPerson as a "Bank" party to this Agreement.

Additional Term Loans. 2.01. Each Additional Term Lender hereby agrees, severally and not jointly, to make an Additional Term Loan to the Borrower on the Third Amendment Effective Date in an aggregate principal amount equal to its Additional Term Loan Commitment, on the terms set forth herein and in the Credit Agreement, and subject to the conditions set forth in Section 4 below. The Borrower may at any time and from time Additional Term Loans shall be deemed to time prior to December 31, 2000, at its sole cost and expense, request any one or more be “Loans” for all purposes of the Lenders Credit Agreement and the other Loan Documents and having terms and provisions identical to those applicable to the Original Term Loans made pursuant to Section 2.01(a) of the Credit Agreement. 2.02. Each Additional Term Lender hereby: (i) confirms that a copy of the Credit Agreement and the other applicable Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make (such its own credit analysis and decision to be within enter into this Amendment and make an Additional Term Loan has been made available to such Additional Term Lender by the sole Administrative Agent; (ii) agrees that it will, independently and absolute discretion of such Lender) additional term loans, without reliance upon the Administrative Agent or any other Person reasonably satisfactory Lender or agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or the other applicable Loan Documents, including this Amendment; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other PersonAgent, as the case may be. If , by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) acknowledges and agrees that upon the Third Amendment Effective Date such Additional Term Loan Supplement is in all respects reasonably satisfactory to the Administrative AgentLender shall be a “Lender”, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000)under, and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder. 2.03. Any undrawn portion of the Additional Term Loan Documents be deemed a "Lender"; provided, however, that: (A) Commitments shall automatically terminate immediately after giving effect thereto, the sum of Borrowing on the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Third Amendment Effective Date. 2.04. The Additional Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered accrue interest for any period prior to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Third Amendment Effective Date, and the Administrative Agent Borrower shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loansnot be required to pay interest on the Additional Term Loans for any period prior to the Third Amendment Effective Date.

Additional Term Loans. The Borrower may at any time If the 364-Day Loans have been paid in full and from time to time all the 364-Day Commitments have been terminated, then, prior to December 31the Facility Termination Date, 2000, at its sole cost and expense, request any one or more of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered the right, subject to the Administrative terms and conditions set forth below, to borrow additional term loans (the “Additional Loans”) from one or more existing Lenders (provided that no Lender shall be required to make all or any portion of the Additional Loans without its prior written consent, which consent is to be given in each Lender’s sole discretion) and/or one or more institutions that are not existing Lenders but are approved by the Agent and each Lender the Borrower; provided that (a) no Unmatured Default or Default shall exist either at the time of the request or the making of the Additional Loans (or will result from the making of the Additional Loans), (b) the Additional Loans shall be in a certificate minimum amount of $10,000,000 (and in integral multiples of $1,000,000 in excess thereof), (c) the Additional Loans may only be made subsequent to the date that is ninety (90) days after the Effective Date and shall neither mature earlier than six months after the Facility Termination Date nor have, with respect to any amortization schedule for such Additional Loans, an “average life” shorter than the Term Loans, (d) the Additional Loans shall be in a Financial Officer thereof demonstrating pro-forma compliance maximum aggregate principal amount of $500,000,000 and (e) this Agreement and any other Loan Document will be amended to incorporate the Additional Loans and reflect that, among other things, the Additional Loans shall constitute Obligations and shall be pari passu with the Terms Loans and such amendment shall reflect the pricing, maturity and amortization of the Additional Loans and such other terms concerning the Additional Loans as required by the Agent and the Lenders who agree to make the Additional Loan; provided that if the terms of the Additional Loans are not similar to the terms of the Revolving Loans and Term Loans, the Borrower agrees, at the request of the Agent and the Required Lenders, to further amend this Agreement through and other Loan Documents to cause such terms applicable to the Maturity Date, Additional Loans as selected by the Agent and the Administrative Agent shall have received such certificates, legal opinions Required Lenders to become applicable to the Revolving Loans and other items as it shall reasonably request in connection with such additional term loansTerm Loans.

Additional Term Loans. The principal amount of any Term Loan established after the Closing Date pursuant to Section 2.1(d)(iii) shall be repaid in installments on the date and in the amounts set forth in the documents executed and delivered by the Borrower may at any time and pursuant to which such additional Term Loan is established. (a) Interest on Loans. Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from time to time prior to December 31the date made through repayment (whether by acceleration or otherwise) thereof as follows: (i) in the case of Revolving Loans or the Fourth Amendment Replacement Term Loan: (A) if a Base Rate Loan (including a Base Rate Loan referencing the LIBOR Index Rate), 2000the Base Rate plus the Applicable Margin; or (B) if an Adjusted LIBOR Rate Loan, the Adjusted LIBOR Rate plus the Applicable Margin; and (ii) in the case of Swingline Loans, at its sole cost the Swingline Rate (or with respect to any Swingline Loan advanced pursuant to an Auto Borrow Agreement, such other rate as separately agreed in writing between the Borrower and expensethe Swingline Lender);(iii) in the case of any Term Loan established pursuant to Section 2.1(d)(iii), request at the percentages per annum specified in the lender joinder agreement(s) and/or the commitment agreement(s) whereby such Term Loan is established. (b) The basis for determining the rate of interest with respect to any one or more of Loan (except a Swingline Loan, which may only be made and maintained at the Lenders Swingline Rate (unless and until converted into a Revolving Loan pursuant to make (such decision the terms and conditions hereof), and the Interest Period with respect to any Adjusted LIBOR Rate Loan, shall be within selected by the sole Borrower and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory notified to the Administrative Agent and the Issuing Bank Lenders pursuant to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender applicable Funding Notice or other PersonConversion/Continuation Notice, as the case may be. If such Term on any day a Loan Supplement is in all respects reasonably satisfactory outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative AgentAgent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day (i) if such Loan is an Adjusted LIBOR Rate Loan, such Loan shall become a Base Rate Loan and (ii) if such Loan is a Base Rate Loan, such Loan shall remain a Base Rate Loan. (c) In connection with Adjusted LIBOR Rate Loans, there shall be no more than eight (8) Interest Periods outstanding at any time. In the event the Borrower fails to specify between a Base Rate Loan or an Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (i) if outstanding as an Adjusted LIBOR Rate Loan, will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan, and (ii) if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan. In the event the Borrower fails to specify an Interest Period for any Adjusted LIBOR Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one (1) month. As soon as practicable after 10:00 a.m. on each Interest Rate Determination Date and each Index Rate Determination Date, the Administrative Agent shall execute such Term Loan Supplement determine (which determination shall, absent manifest error, be final, conclusive and deliver a copy binding upon all parties) the interest rate that shall apply to each of the LIBOR Loans for which an interest rate is then being determined (and for the applicable Interest Period in the case of Adjusted LIBOR Rate Loans) and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each such Lender Lender. (d) Interest payable pursuant to this Section 2.7 shall be computed on the basis of (i) for interest at the Base Rate (including Base Rate Loans determined by reference to the LIBOR Index Rate), year of three hundred sixty-five (365) or other Personthree hundred sixty-six (366) days, as the case may be, and (ii) for all other computations of fees and interest, a year of three hundred sixty (360) days, in each case for the actual number of days elapsed in the period during which it accrues. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to In computing interest on any Loan, the Borrower on the effective date of the making of such Term Loan Supplement (which or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from an Adjusted LIBOR Rate Loan, the date of conversion of such Adjusted LIBOR Rate Loan to such Base Rate Loan, as the case may be, shall in no event be after December 31, 2000)included, and upon making its term loanthe date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to an Adjusted LIBOR Rate Loan, the date of conversion of such other Person Base Rate Loan to such Adjusted LIBOR Rate Loan, as the case may be, shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"excluded; provided, howeverif a Loan is repaid on the same day on which it is made, that: one (A1) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans day’s interest shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made paid on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loansLoan.

Additional Term Loans. The Borrower may at any time and With the consent of the Administrative Agent, the Company from time to time prior after the Closing Date may solicit commitments ("Additional Term Loan Commitments") for additional Term Loans ("Additional Term Loans") which may become committed and shall be funded on the following terms: (a) Additional Term Loans shall be committed and funded on the terms and conditions set forth in this Agreement applicable to December 31Term Loans (other than those expressly applicable only to Initial Term Loans), 2000, except that the margins at its sole cost and expense, request any one or more which interest accrues pursuant to Section 2.05 (a) in excess of the Lenders Base Rate on Base Rate Loans and in excess of the Adjusted Eurodollar Rate on Eurodollar Rate Loans may be changed with the consent of the Company as set forth in the Additional Term Loan Commitments. Without limiting the generality of the foregoing, Additional Term Loans shall be payable in full on the Maturity Date and shall be secured Equally and Ratably with the Initial Term Loans and all other Parity Lien Obligations by all security interests granted to make the Collateral Trustee pursuant to the Security Documents. (such decision b) On each occasion on which Additional Term Loan Commitments are solicited, Additional Term Loan Commitments shall be solicited and delivered for simultaneous funding in a single drawdown on a single Business Day (an "Additional Term Loan Borrowing Date") in a minimum amount of $25,000,000. Additional Term Loans that are repaid may not be reborrowed. (c) With the consent of the Company and the Administrative Agent, Additional Term Loans may be funded at a discount or premium to be within the sole stated principal amount thereof, and absolute discretion of such Lender) additional term loans, the compensation paid or promised by the Company or any Subsidiary or Affiliate of the Company for the arrangement, solicitation, delivery or funding of Additional Term Loans shall not be restricted. (d) Additional Term Loan Commitments shall not be solicited, delivered or funded: (i) in an amount which the Company is not then permitted to incur under Section 5.09; (ii) in a stated principal amount which would, after giving effect to any simultaneous issuance of Additional Notes under the Indentures and any simultaneous incurrence of any other Person reasonably satisfactory Parity Lien Debt and any simultaneous use of the proceeds of any such funding or issuance, result in a violation of clause (2) of the definition of "Permitted Liens"; or (iii) unless the Company and Guarantors deliver to the Administrative Agent, for the benefit of the Collateral Trustee, the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, thatLenders: (A) immediately after giving an Officers' Certificate to the effect theretothat, on the sum Additional Term Loan Borrowing Date for such Additional Term Loans, (1) no Default or Event of Default has occurred and is continuing or resulted from the funding of such Additional Term Loans; (2) no "Default" or "Event of Default", as defined in each of the Aggregate Revolving Commitment Amount Parity Lien Debt Documents, has occurred and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; is continuing and (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E3) the Borrower shall have delivered to the Administrative Agent requirements set forth in Section 2.19(d)(i) and (ii) are satisfied (and each Lender a certificate funding an Additional Term Loan shall be entitled to rely conclusively upon such Officers' Certificate as to all of a Financial Officer thereof demonstrating pro-forma compliance with the terms matters therein set forth for all purposes, including the right of this Agreement through such Additional Term Loan to share Equally and Ratably in the Maturity Date, Collateral and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loans.all benefits thereof); and

Additional Term Loans. The Borrower may (a) ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers’ Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a pro forma basis of not more than 2.85:1.0 as of the last day of such period), and from time to time prior after the Second Restatement Date to December 31, 2000, at its sole cost and expense, request any incur from one or more of the existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make (such decision loans to ▇▇▇▇▇-▇▇▇▇▇▇▇▇, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 which loans may be within the sole and absolute discretion incurred as one or more tranches of such Lender) additional term loans, or any other Person reasonably satisfactory to loans (the “Additional Term Loans”) as determined by Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is that are pari passu in all respects reasonably satisfactory to the Administrative AgentTranche B1 Term Loans, Domestic Tranche C Term Loans and Tranche D Term Loans under a facility that would provide that the Administrative Agent shall execute such Additional Term Loans would have a Weighted Average Life to Maturity of not less than the Tranche B1 Term Loans and a final maturity no earlier than Tranche B1 Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"Maturity Date; provided, howeverthat (i) the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the Tranche B1 Term Loans and (ii) the applicable margins (which, that: for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (Aamortized over the life of such loan) immediately after giving effect theretopayable to all Lenders providing such Additional Term Loans, the sum but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the initial funding date for such Additional Term Loans shall not exceed $700,000,000;be greater than 0.50% above the applicable margins then in effect for Tranche B1 Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such loan) paid to all Lenders of Tranche B1 Term Loans as of the initial funding date for such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders of Tranche B1 Term Loans). (Bb) each In the event that ▇▇▇▇▇-▇▇▇▇▇▇▇▇ desires to incur Additional Term Loans, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ will enter into an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such extension Additional Term Loans, which amendment shall set forth any terms and conditions of additional term loans the Additional Term Loans not covered by this Agreement as agreed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Notes for purposes of this Agreement), with such amendment to be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered form and substance reasonably acceptable to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance consistent with the terms of this Agreement through subsection 2.1A(ix) and of the Maturity Dateother provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this subsection 2.1A(ix) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supersede any provisions contained in this Agreement, including, without limitation, subsection 10.7 and the Administrative Agent references in subsection 10.7 to “subsection 2.1A(iv)” shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loansbe deemed to refer to this section.

Additional Term Loans. (a) The Borrower may at any time and from time to time prior to December 31the Tranche B Termination Date, 2000, at its sole cost and expense, request any one or more of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory by notice to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, (whereupon the Administrative Agent shall execute such Term Loan Supplement and promptly deliver a copy thereof to each of the Borrower and each such Lender or other PersonLenders), as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a request up to three additional term loan to facilities (each, an "Incremental Term Facility"; the Borrower on the effective date of such loans thereunder, "Incremental Term Loan Supplement (which shall in no event be after December 31, 2000Loans"), in each case, in a minimum aggregate principal amount of $50,000,000; provided that (i) upon the effectiveness of any Incremental Amendment referred to below and upon making its term loan, at the time any such other Person shall become a party hereto Incremental Term Loans are made (and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto) (i) no Default or Event of Default shall exist and (ii) after giving effect to and including the aggregate principal amount of such Incremental Term Loans and giving effect to any Permitted Acquisition, the sum consideration for which consisted in whole or in part of such Incremental Term Loans, the Senior Secured Leverage Ratio as of the Aggregate Revolving Commitment Amount and last day of the most recently completed fiscal quarter would have been less than 2.50 to 1.00 on a pro forma basis. Notwithstanding anything to the contrary herein, the aggregate outstanding principal balance amount of the Incremental Term Loans shall not exceed $700,000,000;150,000,000. (Bb) each such extension The Incremental Term Loans, if any, (i) shall rank pari passu in right of additional term loans payment and of security with the Term Loans, (ii) shall not have a final maturity earlier than the Tranche B Termination Date and (iii) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the Tranche B Term Loans (in each case, including with respect to mandatory and optional prepayments), provided that the Incremental Term Loans may be priced differently than the Tranche B Term Loans, provided further that if the Applicable Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Incremental Term Loans) relating to Incremental Term Loans exceeds the Applicable Margin relating to Tranche B Term Loans immediately prior to the effectiveness of the applicable Incremental Amendment, the Applicable Margin relating to the Tranche B Term Loans and any previously made Incremental Term Loans shall be adjusted, as of the date of the applicable Incremental Amendment, to be equal to the Applicable Margin relating to such Incremental Term Loans. (c) The notice from the Borrower delivered pursuant to subparagraph (a) of this subsection shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans. Incremental Term Loans may be made by any combination of one or more Lenders (and each Lender will have the right to make a portion of any Incremental Term Loan on terms permitted by this subsection 2.28 and otherwise on terms reasonably acceptable to the Administrative Agent) and one or more other banks or other entities arranged by the Borrower (any such other bank or other financial institution being called a "New Term Lender"). Commitments in respect of Incremental Term Loans shall become Term Commitments under this Agreement pursuant to an amendment (an "Incremental Amendment") to this Agreement and, as appropriate, the other Loan Documents, executed by the Loan Parties, each Lender agreeing to provide such commitment in respect of Incremental Term Loans, if any, each New Term Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this subsection. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an "Incremental Term Facility Closing Date") of each of the conditions set forth in subsection 5.2 and such other conditions as the parties thereto shall agree. The Borrower will use the proceeds of the Incremental Term Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees. No Incremental Term Facility shall require the consent of any Lender other than the agreement of the applicable Lenders providing commitments for such Incremental Term Facility." 9. Amendment to Subsection 6.9 (Interest Coverage). Subsection 6.9 of the Credit Agreement is hereby amended by inserting below the table therein the following: "Covenant calculations shall be made on the date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Borrower falls on a day other than on the corresponding covenant test date." 10. Amendment to Subsection 6.10 (Maintenance of Leverage Ratio). Subsection 6.10 of the Credit Agreement is hereby amended by deleting the table therefrom and inserting in lieu thereof the following: "Test Date Ratio ---------- ----- June 30, 2004 4.00 to 1.00 September 30, 2004 4.00 to 1.00 December 31, 2004 4.00 to 1.00 March 31, 2005 4.00 to 1.00 June 30, 2005 4.00 to 1.00 September 30, 2005 4.00 to 1.00 December 31, 2005 4.00 to 1.00 March 31, 2006 3.75 to 1.00 June 30, 2006 3.75 to 1.00 September 30, 2006 3.75 to 1.00 December 31, 2006 3.75 to 1.00 March 31, 2007 3.50 to 1.00 June 30, 2007 3.50 to 1.00 September 30, 2007 3.50 to 1.00 December 31, 2007 3.50 to 1.00 March 31, 2008 and thereafter 3.25 to 1.00 Covenant calculations shall be made on the date that is the nearest to each quarterly date listed above, to the extent the last day for the relevant fiscal quarter of the Borrower falls on a day other than on the corresponding covenant test date." 11. Amendments to Subsection 7.2 (Limitation on Contingent Obligations). Subsection 7.2 of the Credit Agreement is hereby amended by (1) deleting the word "or" after subclause (vi) thereof and inserting in lieu thereof a comma and (2) by adding the following new subclause (viii): "or (viii) guarantees by the Borrower of operating lease obligations of any Domestic Subsidiary incurred in connection with "build to suit" real property improvements in an aggregate amount not less than to exceed $10,000,000 or such amount plus an integral multiple of $5,000,000;120,000,000". (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered 12. Amendments to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loans.Subsection 7.6

Additional Term Loans. The Borrower may at any time and from time to time prior to December 31, 2000, at its sole cost and expense, request any one or more In the event of the Lenders to make (such decision to be within inclusion of an Additional Term Loan, Borrower, the sole and absolute discretion of such Lender) additional term loansGuarantors, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank new lender(s) or existing Lender(s) providing such Additional Term Loans shall enter into an amendment to make additional term loansthis Agreement and the other Loan Documents, by submitting a as is necessary, to evidence such Additional Term Loan Supplement duly executed and have it be guaranteed and, as applicable, secured by the other Loan Documents (the “Term Loan Amendment”), and all Lenders not providing the Additional Term Loan hereby consent to such limited scope amendment without future consent rights, provided that any such amendment regarding the Additional Term Loan shall provide that: (A) the final maturity date of the Additional Term Loan shall be no earlier than any other Facility Termination Date, (B) there shall be no scheduled amortization of the loans or reductions of commitments under the Additional Term Loan, in each case, occurring earlier than any other Facility Termination Date, (C) the Additional Term Loans will rank pari passu in right of payment and with respect to security with the existing Revolving Loans and Term Loans and the borrower and guarantors of the Additional Term Loans shall be the same as the Borrower and Guarantors with respect to the existing Revolving Loans and Term Loans, (D) the interest rate margin, rate floors, fees, original issue discount and premium applicable to the Additional Term Loan shall be determined by the Borrower and the Lender(s) providing such Additional Term Loan, (E) the Additional Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in voluntary or mandatory prepayments with the Revolving Loans and any existing Term Loans as shall be determined by the Borrower and the Lender(s) providing such Additional Term Loan, and (F) the terms of the Additional Term Loan shall be substantially identical to the terms set forth herein with respect to any other existing Term Loan (except as set forth in clauses (A) through (E) above). In connection with any Additional Term Loan, the Borrower, the Guarantors, the Administrative Agent and each of the Lender(s) providing such Lender or Additional Term Loan shall execute and deliver to the Administrative Agent the Term Loan Amendment and such other Person, documentation as the case may be. If such Administrative Agent shall reasonably specify to evidence, guarantee or secure the Additional Term Loan Supplement is including evidence of authority to borrow, certifications and opinions as the Administrative Agent may reasonably require. The Administrative Agent shall promptly notify each Lender as to the effectiveness of the Term Loan Amendment. The Term Loan Amendment, without the consent of any other Lender, may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in all respects reasonably satisfactory to the reasonable opinion of the Administrative Agent, the Administrative Agent shall execute such Lender(s) providing the Additional Term Loan Supplement and deliver a copy thereof the Borrower, to implement the Borrower terms of the Additional Term Loan, including any amendments necessary to establish the Additional Term Loan, and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to technical amendments as may be necessary or appropriate in the Borrower on reasonable opinion of the effective date of such Administrative Agent, the Lender(s) providing the Additional Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with the establishment of such additional term loansAdditional Term Loan.

Additional Term Loans. The Borrower may (a) ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall have the right at any time (so long as (x) no Potential Event of Default or Event of Default then exists and (y) Borrowers' Agent shall have delivered to Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding the incurrence described below (prepared in good faith and in a manner consistent with the requirements of clause (b) of subsection 5.1(iii) giving pro forma effect to such incurrence and evidencing compliance with the covenants referred to in such Compliance Certificate and a Consolidated Senior Secured Leverage Ratio on a pro forma basis of not more than 2.85:1.0 as of the last day of such period), and from time to time prior after the Restatement Date to December 31, 2000, at its sole cost and expense, request any incur from one or more of the existing Lenders and/or other Persons that are Eligible Assignees and which, in each case, agree to make (such decision loans to ▇▇▇▇▇-▇▇▇▇▇▇▇▇, loans and commitments to make loans in an aggregate principal amount not to exceed $300,000,000 which loans may be within the sole and absolute discretion incurred as one or more tranches of such Lender) additional term loans, or any other Person reasonably satisfactory to loans (the "Additional Term Loans") as determined by Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is that are pari passu in all respects reasonably satisfactory to the Administrative Agent, Tranche B Term Loans under a facility that would provide that the Administrative Agent shall execute such Additional Term Loan Supplement Loans would have a Weighted Average Life to Maturity of not less than the Tranche B Term Loans and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such final maturity no earlier than Tranche B Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"Maturity Date; provided, howeverthat (i) the terms and conditions of any Additional Term Loans shall be substantially similar to those applicable to the Tranche B Term Loans and (ii) the applicable margins (which, that: for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (Aamortized over the life of such loan) immediately after giving effect theretopayable to all Lenders providing such Additional Term Loans, the sum but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Additional Term Loans) determined as of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the initial funding date for such Additional Term Loans shall not exceed $700,000,000;be greater than 0.50% above the applicable margins then in effect for Tranche B Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount (amortized over the life of such loan) paid to all Lenders of Tranche B Term Loans as of the initial funding date for such Additional Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders of Tranche B Term Loans). (Bb) each In the event that ▇▇▇▇▇-▇▇▇▇▇▇▇▇ desires to incur Additional Term Loans, ▇▇▇▇▇-▇▇▇▇▇▇▇▇ will enter into an amendment with the lenders (which shall upon execution thereof become Lenders hereunder if not theretofore Lenders) to provide for such extension Additional Term Loans, which amendment shall set forth any terms and conditions of additional term loans the Additional Term Loans not covered by this Agreement as agreed by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ and such Lenders, and shall provide for the issuance of promissory notes to evidence the Additional Term Loans if requested by the lenders advancing Additional Term Loans (which notes shall constitute Notes for purposes of this Agreement), with such amendment to be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered form and substance reasonably acceptable to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance consistent with the terms of this Agreement through subsection 2.1A(iv) and of the Maturity Dateother provisions of this Agreement. No consent of any Lender (other than any Lender making Additional Term Loans) is required to permit the Loans contemplated by this subsection 2.1A(iv) or the aforesaid amendment to effectuate the Additional Term Loans. This section shall supercede any provisions contained in this Agreement, and the Administrative Agent shall have received such certificatesincluding, legal opinions and other items as it shall reasonably request in connection with such additional term loanswithout limitation, subsection 10.7.

Additional Term Loans. The With the prior consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, the Borrower may shall have the right at any time and from time to time prior during the period from the Availability Termination Date to December 31but excluding the Maturity Date, 2000to request the making of additional Term Loans (the “Additional Term Loans”) (provided, at its sole cost that after giving effect to the making of Additional Term Loans, the aggregate outstanding principal amount of Term Loans may not exceed $400,000,000 less the amount of any voluntary prepayments of Term Loans) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given and expenseshall be forwarded by the Agent to each Lender; provided, request any one or however, the Borrower shall not have the right to make more than four (4) requests for Additional Term Loans during the term of this Agreement. Each such borrowing of Additional Term Loans must be in an aggregate minimum amount of $5,000,000 and integral multiples of $5,000,000 in excess thereof. The Joint Lead Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such Additional Term Loans, including decisions, which shall be subject to the approval of the Borrower, as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to any such Additional Term Loans and the allocations of any such Additional LEGAL02/38482536v6 Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to make an Additional Term Loan, and any new Lender becoming a party to this Agreement in connection with any such making of Additional Term Loans must be an Eligible Assignee. The making of Additional Term Loans under this Section is subject to the following conditions precedent: (such decision to x) no Default or Event of Default shall be within in existence on the sole and absolute discretion effective date of such Lendermaking of Additional Term Loans, (y) additional term loans, the representations and warranties made or deemed made by the Borrower or any other Person reasonably Loan Party in any Loan Document to which such Loan Party is a party shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on the effective date of such making of Additional Term Loans except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all partnership or other necessary action taken by the Borrower to authorize such Additional Term Loans and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such Additional Term Loans; (ii) if requested by the Administrative Agent, an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Issuing Bank Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) in the case of a Lender that has notified the Administrative Agent in writing that it wants to make additional term loansreceive Notes, a new Term Note executed by submitting a the Borrower, payable to such new Lenders, and, if applicable, replacement Term Loan Supplement duly Notes executed by the Borrower payable to such existing Lenders making such Additional Term Loans in the aggregate outstanding principal amount of such Lender’s Term Loan at the time of the making of such Additional Term Loans. In connection with the making of Additional Term Loans pursuant to this Section 2.9., any Lender becoming a party hereto shall (1) execute such documents and each such Lender or other Person, agreements as the Administrative Agent may reasonably request and (2) in the case may be. If such Term Loan Supplement of any Lender that is in all respects reasonably satisfactory organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent shall execute such Term Loan Supplement to comply with “know your customer” and deliver a copy thereof to the Borrower anti-money laundering rules and each such Lender or other Personregulations, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect theretoincluding without limitation, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) each such extension of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall reasonably request in connection with such additional term loansPatriot Act.

Additional Term Loans. (a) The Borrower Borrowers will have a one-time option (the "Conversion Option") to convert all or a portion of the Revolving Loans into Term Loans ("Additional Term Loans") as provided in this Section 3.4. (b) The Parent may exercise the Conversion Option by written notice (the "Conversion Notice") to each Lender not less than 10 days and not more than 90 days prior to the Conversion Date specified therein, provided that (i) the Conversion Option may not be exercised at any time while a Default or an Event of Default is continuing and from time to time prior to December 31(ii) the Conversion Date, 2000if any, at its sole cost and expenseshall not be later than January 1, request any one or more of the Lenders to make 2009. (such decision to be within the sole and absolute discretion of such Lenderc) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent The Conversion Notice shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on specify: (i) the effective date of such Term Loan Supplement the conversion (the "Conversion Date"), which shall in no event be after December 31, 2000), and upon making its term loan, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000Monthly Interest Payment Date; (Bii) each such extension the aggregate principal amount of additional term loans the Loans to be converted to Additional Term Loans (the "Conversion Amount"), which shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (Ciii) additional term loans shall the date, a Monthly Interest Payment Date not be made later than the Originally Scheduled Maturity Date, selected by the Parent as the date on more than two occasions; (D) each such other Person shall have delivered to the Administrative Agent and the Borrower all formswhich, if anynot sooner paid in accordance with the provisions of this Agreement, that are required to the Additional Term Loans will be delivered by such other Person pursuant to Section 3.10due and payable (the "Additional Term Loan Maturity Date"); and (Eiv) the Borrower shall have delivered portion of each Non-Mortgage Note that will represent Revolving Loans (if fully advanced), Initial Term Loans and Additional Term Loans immediately after giving effect to the Administrative Agent conversion, determined in accordance with Section 3.4(d). (d) The portion of the outstanding principal amount of each Non-Mortgage Note that will represent an Additional Term Loan as of the Conversion Date shall equal the outstanding principal amount of Revolving Loans represented by such Note at the time of the conversion multiplied by a fraction the numerator of which is the Conversion Amount and each Lender a certificate the denominator of a Financial Officer thereof demonstrating prowhich is the aggregate outstanding principal amount of Revolving Loans represented by all Non-forma compliance Mortgage Notes at the time. (e) The Required Non-Mortgage Lenders will in good faith determine the Additional Term Loan Interest Rate in accordance with the terms definition thereof as of this Agreement through 3:00 p.m. (New York City time) on the Maturity first Business Day on which the holders of Non-Mortgage Notes are in receipt of the Conversion Notice not later than 10:00 a.m. (New York City time) and on which the New York Stock Exchange is open for normal trading business (the "Additional Term Loan Rate Determination Date, ") and will as promptly as practicable after making such determination send the Parent written notice of such determination by telecopy or by e-mail to an e-mail address of the Parent specified in the Conversion Notice. Such determination of the Additional Term Loan Interest Rate shall be final and binding on the Lenders and the Administrative Agent shall have received Borrowers unless not later than five Business Days after the Parent's receipt of such certificatesnotice of determination of the Additional Term Loan Interest Rate, legal opinions and other items as it shall reasonably request the Parent provides the Lenders with evidence of manifest error in connection with such additional term loansdetermination.

Additional Term Loans. The Borrower may shall have the right, at any time and from time to time prior time, to December 31, 2000, at its sole cost and expense, request any one the making of additional Loans (“Additional Loans”) which are either Term A Loans or more of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, Term B Loans by submitting a Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory providing written notice to the Administrative Agent, the Administrative Agent which notice shall execute such Term Loan Supplement and deliver a copy thereof be irrevocable once given; provided, however, that after giving effect to the Borrower making of any Additional Loans the aggregate outstanding amount of the Loans shall not exceed $1,000,000,000 minus the amount of any optional prepayments of the Loans pursuant to Section 2.8. Additional Loans shall be on the same terms and each such Lender conditions of this Agreement that are applicable to all other Term A Loans or other PersonTerm B Loans, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender request to make Additional Loans must be in a minimum amount of $25,000,000 and each integral multiples of $5,000,000 in excess thereof. If the request is approved by the Administrative Agent, the Administrative Agent, in consultation with the Borrower Representative, shall manage all aspects of the syndication of such Additional Loans, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the Additional Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders; provided that any such other Person banks, financial institutions and other institutional lenders and the amounts of the respective increases and the allocations of such Additional Loans, as the case may be, shall make a term loan be reasonably acceptable to the Borrower Representative. No Lender shall be obligated in any way whatsoever to make Additional Loans, and any new Lender becoming a party to this Agreement in connection with any such requested Additional Loans must be an Eligible Assignee. In connection with the making of any Additional Loans under this Section, (I) the Borrower shall certify to any Person to become a Lender or any Lender making Additional Loans that (x) no Default or Event of Default is in existence on the effective date of such Term increase and (y) the representations and warranties made or deemed made by the Borrower and each other Loan Supplement Party in any Loan Document to which such Loan Party is a party are true and correct on the effective date of such increase except to the extent that such representations and warranties expressly relate solely to an earlier date (in which shall case whether such representations and warranties are true and correct on and as of such earlier date) and except for changes in no event be after December 31, 2000)factual circumstances not prohibited hereunder, and upon making its term loan, such other Person (II) the Administrative Agent shall become a party hereto and shall for all purposes have received each of the Loan Documents be deemed a "Lender"; providedfollowing, howeverin form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, that: copies (certified by the Secretary or Assistant Secretary of the Borrower Representative) of (A) immediately after giving effect theretoall corporate, partnership, member or other necessary action taken by the sum of the Aggregate Revolving Commitment Amount Borrower to authorize such Additional Loans and the aggregate outstanding principal balance of the Term Loans shall not exceed $700,000,000; (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such extension increase; and (ii) an opinion of additional term loans shall be in an aggregate amount not less than $10,000,000 or such amount plus an integral multiple of $5,000,000; (C) additional term loans shall not be made on more than two occasions; (D) each such other Person shall have delivered counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Borrower all formsLenders covering such matters as reasonably requested by the Administrative Agent; and (iii) new Notes executed by the Borrower, if anypayable to any new Lenders and replacement Notes executed by the Borrower, that are required payable to be delivered by any existing Lenders providing Additional Loans, in the amount of each such other Person ▇▇▇▇▇▇’s Loans at the time of the effectiveness of the making of any Additional Loans. In connection with the making of any Additional Loans pursuant to this Section 3.10; and (E) the Borrower 2.14. any Lender becoming a party hereto shall have delivered to execute such documents and agreements as the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Date, and the Administrative Agent shall have received such certificates, legal opinions and other items as it shall may reasonably request in connection with such additional term loansrequest.

Additional Term Loans. The Borrower may at any time and from time to time prior elect to December 31, 2000, at its sole cost and expense, request any one or more tranches of the Lenders to make (such decision to be within the sole and absolute discretion of such Lender) additional term loans, or any other Person reasonably satisfactory to the Administrative Agent and the Issuing Bank to make additional term loans, by submitting a loans (each an “Additional Term Loan Supplement duly executed by the Borrower and each such Lender or other Person, as the case may be. If such Term Loan Supplement is in all respects reasonably satisfactory to the Administrative Agent, the Administrative Agent shall execute such Term Loan Supplement and deliver a copy thereof to the Borrower and each such Lender or other Person, as the case may be. Each - 20 - Credit Agreement ---------------- such Lender and each such other Person shall make a term loan to the Borrower on the effective date of such Term Loan Supplement (which shall in no event be after December 31, 2000Loan”), and upon making its term loanin each case in minimum increments of $10,000,000 so long as, such other Person shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender"; provided, however, that: (A) immediately after giving effect thereto, the sum aggregate amount of the Aggregate Revolving Commitment Amount and the aggregate outstanding principal balance of the all such Additional Term Loans shall does not exceed $700,000,000; 182,000,000. The Borrower may arrange for any such Additional Term Loans to be provided by one or more existing Lenders (Beach Lender so agreeing to provide such Additional Term Loans, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to provide such Additional Term Loans; provided that (i) each such extension of additional term loans Augmenting Lender, shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld) and (ii) (x) in the case of an aggregate amount not less Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit H hereto and with such changes as reasonably agreed by the Administrative Agent, the Borrower and the Increasing Lender, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit I hereto and with such changes as reasonably agreed by the Administrative Agent, the Borrower and the Augmenting Lender. No consent of any Lender (other than $10,000,000 or such amount plus an integral multiple of $5,000,000; (Cthe Lenders participating in any Additional Term Loan) additional term loans shall not be required for any Additional Term Loans pursuant to this Section 2.20 and no Lender shall be required to provide any Additional Term Loans without its consent. Additional Term Loans created pursuant to this Section 2.20 shall become effective and be made on more than two occasions; (D) each such other Person shall have delivered to the date agreed by the Borrower, the Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.10; and (E) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer thereof demonstrating pro-forma compliance with the terms of this Agreement through the Maturity Daterelevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no Additional Term Loans shall become effective and be made under this paragraph unless, (i) on the proposed date of the borrowing of such Additional Term Loans, the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Sections 6.08 and 6.09 and (ii) the Administrative Agent shall have received documents consistent with those delivered on the Closing Date as to the corporate power and authority of the Borrower to borrow the Additional Term Loans. The Additional Term Loans (a) shall rank pari passu in right of payment with the other Loans, (b) shall not mature earlier than the Maturity Date, (c) shall otherwise be treated substantially the same as the other Loans and (d) shall, for all purposes of this Agreement, be considered Loans on a pro rata basis with all other Loans outstanding under this facility provided that (x) Additional Term Loans shall initially either be made as Base Rate Loans or be made with an initial Interest Period that ends on the same day (the “Rollover Date”) as the first Interest Period for any then existing Loans that ends after the date such certificatesAdditional Term Loans are made, legal opinions (y) interest accruing on Additional Term Loans until the Rollover Date shall accrue solely for the benefit of the Lenders that have made such Additional Term Loans and (z) on the Rollover Date, the Additional Term Loans shall be rolled over with then outstanding Loans and all Lenders shall share pro rata the interest accruing on Additional Term Loans and other items as it shall reasonably request in connection with such additional term loansthen outstanding Loans.