Common use of New Term Loans Clause in Contracts

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in a principal amount equal to such New Term Lender's Additional Term Loan Commitment. For purposes hereof and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Date.

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in a principal amount equal to such New Term Lender's Additional Term Loan Commitment. For purposes hereof and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Administrative Agent at least two irrevocable notice prior to 11:00 A.M., New York City time, (i) in the case of Eurodollar Loans, three Business Days' Days prior written notice to the anticipated Amendment No. 2 Effective Date or (ii) in the case of ABR Loans, one Business Day prior to the anticipated Amendment No. 2 Effective Date, specifying (A) the aggregate principal amount and Type of New Term Loans to be borrowed, (B) the requested Borrowing Date and (C) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Fronting Lender and each New Term Loan Assignee. Each Fronting Lender will make available the amount of New Term Loans to be made by such Lender to the Administrative Agent for the account of the Borrower at the Funding Office prior to 11:00 A.M., New York City time, on the borrowing date selected requested by it the Borrower in funds immediately available to the Administrative Agent. Notwithstanding anything herein to the contrary, (i) the New Term Loans funded on the Amendment No. 2 Effective Date may, at the Borrower’s request, be funded as Eurodollar Loans which shall be deemed to have an initial Interest Period identical to the Tranche B Refinancing Interest Period of the Existing Term Loans outstanding immediately prior to the Amendment No. 2 Effective Date (which Interest Period shall end on the last Business Day of June, 2013) and (ii) the Lenders party hereto waive the payment of any breakage loss or expense under Section 2.21 of the Credit Agreement in connection with the repayment of the Existing Term Loans on the Amendment No. 2 Effective Date.

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Lender agrees Borrower may up to make three times following the Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (Loan Commitments”), by an amount not in excess of its Existing Tranche B Term Loans$200,000,000 in the aggregate, pursuant to this Section 2.1(c), and not less than $25,000,000 individually. Each such notice shall specify (a) as are determined by the Borrowerdate (each, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for an “Increased Amount Date”) on which Borrower proposes that the New Term Loans in an equal principal amount Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (iib) the identity of each Additional Term Lender agrees to make or other Person that is an Eligible Assignee (each, a “New Term Loans Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the Borrower amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on the Tranche B Refinancing such Increased Amount Date in a principal amount equal before or after giving effect to such New Term Lender's Additional Term Loan Commitment. For purposes hereof Commitments; (b) both before and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering after giving effect to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" making of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc any Series of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof and the final maturity thereof) executed and delivered by Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and set forth in the applicable Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans outstanding on the Closing Date under this Agreement and (c) with respect to any New Term Loans created hereunder, if the initial yield on such New Term Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin applicable to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from or on behalf of the Borrower for doing so (excluding customary arranger or commitment fees paid to the Arrangers or their affiliates), and such discount and fees are in excess of 0.50% (the amount of such discount or upfront fees, in excess of 0.50% expressed as a percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds the Applicable Margin for any Term Loans that are Eurodollar Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (without respect to Eurodollar Rate Loans or Base Rate Loans) then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans; provided that, if the lowest permissible rate applicable to such New Term Loans is higher than the lowest permissible rate applicable to other Term Loans (as a result of a “floor” or similar feature), then the difference between such lowest permissible rate and zero shall be used in calculating the Yield Differential for purposes of this Section 4 is satisfiedclause (c). The Borrower shall give Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent at least two Business Days' prior written notice may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this subsection 2.1(c)(i), and each Joinder Agreement may, without the date selected by it consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the Tranche B Refinancing Dateprovisions of this subsection 2.1(c)(i).

New Term Loans. (a) Subject The Borrower shall have the right to request increases in the aggregate amount of the Revolving Credit Commitments, to request Additional Term Loan Advances in respect of any Term Loan Facility (or both) existing as of the Agreement Date or to request the making of New Term Loans in the form of a new tranche, in each case, by providing written notice to the terms and conditions set forth hereinAdministrative Agent; provided, however, that after giving effect to any such increases, Additional Term Loan Advances and/or New Term Loans, (i) each Renewing Lender agrees the aggregate amount of the Revolving Credit Commitments shall not exceed $750,000,000, (ii) the Outstanding Amount of the Tranche A-1 Term Loan Facility shall not exceed $600,000,000, (iii) the Outstanding Amount of the Tranche A-2 Term Loan Facility shall not exceed $600,000,000, and (iv) the aggregate Outstanding Amount of all New Term Loan Facilities shall not exceed $475,000,000. Any New Term Loan Facility shall be subject to make substantially the same terms and conditions of this Agreement that are applicable to all other Term Loans (other than the interest rates applicable thereto, the maturity date (so long as such maturity date is not earlier than any then-existing Term Loan Maturity Date), the amortization schedule, prepayment premiums, fees and other economic terms, which shall be determined by the Borrower and the New Term Loan Lenders) or subject to such other terms and conditions that are otherwise reasonably acceptable to the Administrative Agent. Each such increase in the Revolving Credit Commitments, Additional Term Loan Advances or New Term Loans must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Arrangers, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Revolving Credit Commitments, Additional Term Loan Advances or New Term 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 such increase in the Revolving Credit Commitments, Additional Term Loan Advances or New Term Loans among such existing Lenders and/or other banks, financial institutions and other institutional lenders. Notwithstanding the foregoing, participation in all or any portion of such increase of the Revolving Credit Commitments, Additional Term Loan Advances or New Term Loans shall be offered by the Arrangers to any existing Lender in the applicable Facility selected by the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans) as are determined or to any other bank, financial institution or other institutional lender selected by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans subject to the Borrower on approval of the Tranche B Refinancing Date Administrative Agent to the extent set forth in a principal amount equal clause (w) of subsection (d) below. No Lender shall be obligated in any way whatsoever to such New Term Lender's increase its Revolving Credit Commitment, make Additional Term Loan Commitment. For purposes hereof and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on Advances or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall as applicable, and any new Lender becoming a party to this Agreement in connection with any such requested increase or new facility must be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Datean Eligible Assignee.

New Term Loans. (ai) Subject to the terms and conditions set forth hereinof this Amendment and the Original Credit Agreement, (i) each Renewing Refinancing Term Loan Lender party to this Amendment severally agrees to make the new Term Loans (the “New Term Loans Loans”; the Lenders making such New Term Loans, the “Refinancing Term Loan Lenders”) to the Borrower on the Tranche B Refinancing Third Amendment Effective Date in the principal amount set forth opposite such amounts Refinancing Term Loan Lender’s name in Schedule A annexed hereto (not in excess of its Existing Tranche B the “New Term Loan Commitments”) and the Borrower will borrow the New Term Loans, the proceeds of which will be used to (A) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B repay in full all Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans outstanding prior to the Borrower on Third Amendment Effective Date ( prior to the Tranche B Refinancing Date in a principal amount equal to effectiveness of the Amendment) (such New outstanding Term Lender's Additional Loans, the “Original Term Loans”), together with accrued and unpaid interest thereon (the “Term Loan Commitment. For purposes hereof Repayment Amount”), (B) pay fees and of expenses related to the transactions contemplated by this Amendment and the Credit Agreement, (C) after giving effect to, or concurrently with, the Refinancing, at the Borrower’s option, repay all or a Person shall become an Additional Term Lender by executing portion of any amounts outstanding for borrowed money of the Borrower and delivering to its Subsidiaries under the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder ABL Credit Agreement and (iiD) agrees to become party to after giving effect to, or concurrently with, the Credit Agreement as a Tranche B Lender Refinancing, for working capital and to be bound by the terms and provisions thereofgeneral corporate purposes. The "Additional Term Loan Commitment" of such Additional Term Lender shall be transactions described in clauses (A) and (B) above are referred to, collectively, as the amount set forth “Refinancing”. Amounts repaid in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments respect of the New Term Lenders are several and no Loans may not be reborrowed. The New Term Lender shall be responsible for any other Loan Commitments will terminate in full upon the making of the New Term Lender's failure Loans referred to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Dateherein.

New Term Loans. With the written consent of Administrative Agent, Borrowers’ Agent may from time to time, by written notice to Administrative Agent, request at any time during the Loan Increase Period, on the terms and subject to the conditions contained in this Agreement, commitments to make term loans (ax) Subject to the Domestic Borrowers, on a joint and several basis, in Dollars and/or (y) to the Offshore Borrower in an Offshore Currency, which term loans shall be made as one or more additional tranches of New Term Loans hereunder; provided that (1) after giving effect to the aggregate principal amount of the New Term Loan Commitments pursuant to this subsection 2.1A(vi) and the Dollar Equivalent amount thereof on the date of effectiveness, the Total Utilization of Incremental Loan Commitments shall not exceed $400,000,000, (2) no Event of Default or Potential Event of Default shall have occurred and be continuing or shall occur as a result from the incurrence of such New Term Loans, (3) after giving effect to the to the incurrence of such New Term Loans pursuant to this subsection 2.1A(vi), Borrowers shall be in pro forma compliance with the financial covenants set forth in subsection 7.6, (4) the proceeds of such New Term Loans are applied to Permitted Applications of Incremental Loan Proceeds, (5) the final stated maturity of the New Term Loans shall be no earlier than the Revolving Loan Commitment Termination Date, (6) such New Term Loans shall have no mandatory amortization prior to the Revolving Loan Commitment Termination Date, (7) each such request shall be for a minimum additional principal amount of at least $40,000,000 (or the Offshore Currency Equivalent thereof, as applicable), (8) prior to the date of effectiveness of such New Term Loan Commitments, each Lender shall have received written notice from the Administrative Agent of the aggregate principal amount of such New Term Loans, and (9) Borrowers shall, and shall cause their respective Subsidiaries to, execute and deliver such documents and instruments and take such other actions as may be reasonably requested by Administrative Agent in connection with the New Term Loan Commitments and the incurrence of the New Term Loans. Any request under this subsection 2.1A(vi) shall be submitted by Borrower’s Agent to Administrative Agent (and Administrative Agent shall forward copies to each Lender), specify the proposed effective date and amount of such New Term Loan Commitment (which date and amount shall be reasonably acceptable to Administrative Agent) and be accompanied by an Officer’s Certificate of Company certifying items (1) through (4) of the previous sentence. Each existing Lender that desires to commit to the new tranche of New Term Loans shall as soon as practicable specify the amount of New Term Loan Commitments which it is willing to assume. If the total amount that the existing Lenders are willing to commit exceeds the amount of New Term Loan Commitments requested by Borrower’s Agent, Administrative Agent shall allocate such amount among the existing Lenders who have agreed to provide New Term Loan Commitments. If the total amount that the existing Lenders are willing to commit to is less than the amount requested by Borrower’s Agent, Borrower’s Agent may designate new lenders who qualify as Eligible Assignees and which are reasonably acceptable to Administrative Agent as additional Lenders hereunder in accordance with this subsection 2.1A(vi), which new lenders may assume all or a portion of the excess New Term Loan Commitments and each existing Lender with a New Term Loan Commitment and each such new lender with a New Term Loan Commitment shall be a New Term Lender hereunder. Each additional New Term Loan Lender designated by Borrower’s Agent and acceptable to Administrative Agent shall become an additional party hereto as a New Term Lender concurrently with the effectiveness of such New Term Loan Commitments in the aggregate principal amount of its New Term Loan Commitment, upon its execution of New Lender Supplement in the form of Exhibit XIV (and, in each case, otherwise in form and substance reasonably satisfactory to Administrative Agent). No Lender shall have any obligation, express or implied, to commit to any New Term Loan Commitments. Upon the effectiveness of the New Term Loan Commitments on the terms and conditions set forth herein, Company shall, or cause the applicable Borrower to, execute and deliver any additional Notes as any Lender may reasonably request and such modifications to the Loan Documents and customary deliverables as the Administrative Agents may reasonably request. In connection with the New Term Loans provided for in this subsection 2.1A(vi), conforming amendments and/or supplements shall be made to this Agreement and the other Loan Documents to reflect such New Term Loans without the consent of any Lender not a lender of such New Term Loans, including, without limitation, if applicable, conforming amendments and/or supplements: (i) each Renewing Lender agrees to make provide for the New Term Loans as a new tranche or tranches of Loans hereunder and to share ratably in the benefits of this Agreement and the other Loan Documents with the other Loans made to the same Borrower under this Agreement, including in respect of Collateral and in the application of prepayments, (ii) to provide for the interest rates applicable to such New Term Loans and amortization schedules for such New Term Loans, and (iii) to include New Term Lenders in any determination of Lenders, Requisite Lenders, Requisite Class Lenders and Pro Rata Share as well as secured parties and/or beneficiaries under Collateral Documents. Notwithstanding anything in this Agreement expressed or implied to the contrary (including, without limitation in subsection 10.8), nothing herein shall be construed to require consent from Lenders that are not lenders of such New Term Loans to the Borrower on incurrence of such term loans in compliance with this subsection 2.1A(vi), and this subsection 2.1A(vi) shall supersede any provisions in subsection 10.8 to the Tranche B Refinancing Date in such amounts (not in excess contrary. Each tranche of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans to be made under this subsection 2.1A(vi) shall be made to Domestic Borrowers or the Offshore Borrower (as applicable), on a joint and several basis, on the Tranche B Refinancing Date in a principal amount equal same day as the New Term Loan Commitments with respect to such tranche become effective under this subsection 2.1A(vi). Upon effectiveness of any such New Term Lender's Additional Term Loan Commitment. For purposes hereof and Commitments, the Pro Rata Share of the Credit Agreement, a Person shall become an Additional Term each Lender by executing and delivering will be adjusted to the Agent, on or prior give effect to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Loan Commitments and Administrative Agent shall provide notice to Lenders are several and no with a New Term Lender shall be responsible for any other Loan Commitment or New Term Loans of such Lender's failure ’s Pro Rata Share after giving effect to make such additional tranche. Amounts borrowed as New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall Loans and subsequently repaid or prepaid may not be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Datereborrowed.

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing New Term Loan Lender agrees to make convert on the Second Restatement Effective Date the aggregate principal amount of its Original Revolving Loans set forth on Schedule B hereto into New Term Loans. The amount of Original Revolving Loans of each New Term Loan Lender to be converted into New Term Loans to the Borrower as set forth on the Tranche Schedule B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans) as are hereto shall be determined by the Borrower, X.X. Xxxxxx Securities Inc. Arrangers and Banc of America Securities LLC the Company and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Loan Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in a principal amount equal to such New Term Lender's Additional Term Loan Commitment. For purposes hereof and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on or prior to the Tranche B Refinancing Second Restatement Effective Date, a written instrument . Notwithstanding anything herein or in a form satisfactory the Existing Credit Agreement to the Agent (a "Joinder Agreement") pursuant contrary, the aggregate principal amount of Original Revolving Loans to which such Person (i) commits to make Additional be converted into New Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement shall be as a Tranche B Lender and to be bound determined by the terms Arrangers and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender the Company; provided that in no event shall be the aggregate principal amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Loans exceed the aggregate principal amount of the Original Revolving Loans immediately prior to the Second Restatement Effective Date and provided, further, that that no more than $100,000,000 in aggregate principal amount of all Original Revolving Loans may be converted into New Term Loans, unless the Administrative Agents and the Company shall otherwise agree. The conversion undertakings of the New Term Loan Lenders are several and no such New Term Loan Lender shall be responsible for any other New Term Loan Lender's ’s failure to make by conversion any New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall The Borrowers will be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior required to November 15, 2003, on which each make any payments to New Term Loan Lenders under Section 4.4 of the conditions set forth Restated Credit Agreement in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice respect of the date selected by it as conversion of Original Revolving Loans on the Tranche B Refinancing DateSecond Restatement Effective Date into New Term Loans.

New Term Loans. New Credit-Linked Deposits. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Term Lender agrees to make New Tranche B Term Loans and/or New Tranche C Term Loans, as the case may be, to the Borrower on the Tranche B Refinancing Amendment Effective Date in amounts equal to its New Term Loan Commitment for such amounts (not in excess tranche of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Tranche B Term Loans and/or New Tranche C Term Loans to the Borrower on the Tranche B Refinancing Amendment Effective Date in a principal amount amounts equal to such its New Term Lender's Additional Loan Commitment for such tranche of New Term Loan CommitmentLoans. Such New Term Loans shall be made in the manner contemplated by paragraph (b) of this Section. For purposes hereof and of the Credit Agreementhereof, a Person shall become an Additional Term Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Tranche B Refinancing Amendment Effective Date, either (x) a signature page to this Amendment setting forth the amounts of New Term Loans of each applicable tranche that such Person commits to make on the Amendment Effective Date or (y) a written instrument in a form satisfactory to the Agent and the Borrower (a "“Joinder Agreement") ”), pursuant to which such Person (i) commits to make Additional New Term Loans on the Tranche B Refinancing Amendment Effective Date in an amount the amounts set forth with respect to each applicable tranche of New Term Loans in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Term Lender and to be bound by the terms provisions of the Credit Agreement from and provisions thereofafter the Amendment Effective Date. The "Additional “New Term Loan Commitment" ” for any tranche of New Term Loans (i) of any Renewing Term Lender will be such amount (not in excess of the amount of its Existing Term Loans of the corresponding tranche) as is determined by J.X. Xxxxxx Securities Inc. (“JPMorgan”) and notified to such Lender prior to the Amendment Effective Date and (ii) of any Additional Term Lender shall will be the amount of such commitment set forth in its signature page hereto or in its Joinder Agreement Agreement, as applicable, or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. Borrower and Banc of America Securities LLC by notice JPMorgan and notified to such Lender it prior to the Tranche B Refinancing Amendment Effective Date. The commitments of the New Renewing Term Lenders and the Additional Term Lenders are several and no New Term such Lender shall will be responsible for any other New Term Lender's ’s failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Date.

New Term Loans. (a) i.Subject to the terms and conditions set forth hereinof this Amendment and the Original Credit Agreement, (i) each Renewing Refinancing Term Loan Lender party to this Amendment severally agrees to make the new Term Loans (the “New Term Loans Loans”; the Lenders making such New Term Loans, the “Refinancing Term Loan Lenders”) to the Borrower on the Tranche B Refinancing Third Amendment Effective Date in the principal amount set forth opposite such amounts Refinancing Term Loan Lender’s name in Schedule A annexed hereto (not in excess of its Existing Tranche B the “New Term Loan Commitments”) and the Borrower will borrow the New Term Loans, the proceeds of which will be used to (A) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B repay in full all Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans outstanding prior to the Borrower on Third Amendment Effective Date ( prior to the Tranche B Refinancing Date in a principal amount equal to effectiveness of the Amendment) (such New outstanding Term Lender's Additional Loans, the “Original Term Loans”), together with accrued and unpaid interest thereon (the “Term Loan Commitment. For purposes hereof Repayment Amount”), (B) pay fees and of expenses related to the transactions contemplated by this Amendment and the Credit Agreement, (C) after giving effect to, or concurrently with, the Refinancing, at the Borrower’s option, repay all or a Person shall become an Additional Term Lender by executing portion of any amounts outstanding for borrowed money of the Borrower and delivering to its Subsidiaries under the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder ABL Credit Agreement and (iiD) agrees to become party to after giving effect to, or concurrently with, the Credit Agreement as a Tranche B Lender Refinancing, for working capital and to be bound by the terms and provisions thereofgeneral corporate purposes. The "Additional Term Loan Commitment" of such Additional Term Lender shall be transactions described in clauses (A) and (B) above are referred to, collectively, as the amount set forth “Refinancing”. Amounts repaid in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments respect of the New Term Lenders are several and no Loans may not be reborrowed. The New Term Lender shall be responsible for any other Loan Commitments will terminate in full upon the making of the New Term Lender's failure Loans referred to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Dateherein.

New Term Loans. (a) Subject to the terms and conditions set forth herein, as of the Amendment No. 2 Effective Date, (ii)(A) each Renewing Continuing Term B-1 Lender agrees to exchange its Existing Term B-1 Loans for New Term B-1 Loans of like outstanding principal amount and (B) each Additional Term B-1 Lender agrees to make New Term B-1 Loans to the Borrower on the Tranche B Refinancing Amendment No. 2 Effective Date in the amount set forth next to such amounts Additional Term B-1 Lender’s name on Schedule I attached hereto, and (not in excess of ii)(A) each Continuing Term B-2 Lender agrees to exchange its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term B-2 Loans in such amounts for New Term B-2 Loans in an equal of like outstanding principal amount and (iiB) each Additional Term B-2 Lender agrees to make New Term B-2 Loans to the European Borrower on the Tranche B Refinancing Amendment No. 2 Effective Date in a the amount set forth next to such Additional Term B-2 Lender’s name on Schedule II attached hereto. Notwithstanding anything herein or in the Credit Agreement to the contrary, (i) the aggregate principal amount equal to such of the New Term Lender's Additional B-1 Loans to be outstanding on the Amendment No. 2 Effective Date shall not exceed the aggregate principal amount of the Existing Term Loan CommitmentB-1 Loans outstanding immediately prior to the Amendment No. 2 Effective Date and (ii) the aggregate principal amount of the New Term B-2 Loans to be outstanding on the Amendment No. 2 Effective Date shall not exceed the aggregate principal amount of the Existing Term B-2 Loans outstanding immediately prior to the Amendment No. 2 Effective Date. For purposes hereof and of the Credit Agreementhereof, a Person person shall become an Additional Term Lender and a party to the Credit Agreement by executing and delivering to the Administrative Agent, on or prior to the Tranche B Refinancing Amendment No. 2 Effective Date, a written instrument in a form satisfactory signature page to this Amendment setting forth the Agent (a "Joinder Agreement") pursuant to which amount of New Term Loans such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereofAmendment No. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Date.2

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Lender agrees Borrower may up to make three times during the period from and including the Amendment No. 5 Effective Date to and including May 15, 2008, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (Loan Commitments”), by an amount not in excess of its Existing Tranche B Term Loans$200 million in the aggregate, pursuant to this Section 2.1(d), and not less than $25 million individually. Each such notice shall specify (a) as are determined by the Borrowerdate (each, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for an “Increased Amount Date”) on which Borrower proposes that the New Term Loans in an equal principal amount Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (iib) the identity of each Additional Term Lender agrees to make or other Person that is an Eligible Assignee (each, a “New Term Loans Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the Borrower amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on the Tranche B Refinancing such Increased Amount Date in a principal amount equal before or after giving effect to such New Term Lender's Additional Term Loan Commitment. For purposes hereof Commitments; (b) both before and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering after giving effect to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" making of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc any Series of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans; (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof) executed and delivered by Borrower, Lead Arranger, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date, and (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans made under Section 2.1(a). Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this Section 4 is satisfied. The Borrower shall give subsection 2.1(d)(i), and each Joinder Agreement may, without the Agent at least two Business Days' prior written notice consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the date selected by it other Loan Documents as may be necessary or advisable to effectuate the Tranche B Refinancing Dateprovisions of this subsection 2.1(d)(i).

New Term Loans. (a) Subject So long as the Overadvance Amount has been reduced to zero and/or terminated, the Company may by written notice to the terms and conditions set forth hereinAgents elect to request the establishment of one or more new term loan commitments (the "NEW TERM LOAN COMMITMENTS"), (i) each Renewing Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (by an amount not in excess of its Existing Tranche B $150,000,000 in the aggregate and not less than $50,000,000 individually (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between $150,000,000 and all such New Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified Loan Commitments obtained prior to such Lender by exchanging its Existing Tranche B Term Loans date), and integral multiples of $25,000,000 in excess of that amount. Each such amounts for notice shall specify (A) the date (each, an "INCREASED AMOUNT DATE") on which Company proposes that the New Term Loans in an equal principal amount Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Agents and (iiB) the identity of each Additional Term Lender agrees or other Person that is an Eligible Assignee (each, a "NEW TERM LOAN LENDER", as applicable) to make whom Company proposes any portion of such New Term Loans Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Borrower New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on the Tranche B Refinancing such Increased Amount Date in a principal amount equal before or after giving effect to such New Term Lender's Additional Term Loan Commitment. For purposes hereof Commitments, as applicable; (2) both before and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering after giving effect to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" making of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc any Series CREDIT AND GUARANTY AGREEMENT EXECUTION 95 of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph Section 3.2 shall be satisfied; (b3) Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1(b) or (c), after giving effect to such New Term Loan Commitments; (4) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.20(c); (5) Company shall make any payments required pursuant to Section 2.18(c) in connection with the New Term Loan Commitments, as applicable; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a "SERIES") of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to such Borrowers as the Company shall designate (a "NEW TERM LOAN") in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Company's notice of each Increased Amount Date and in respect thereof the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans, New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Revolving Loans, the Tranche A Term Loans and the Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no earlier than six (6) months after the Tranche B Term Loan Maturity Date, (iii) the rate of interest applicable to the New Term Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that in the event that (x) the Aggregate Average Yield on any Series of New Term Loans for the period from the date thereof (as to such Series, the "SERIES ISSUANCE DATE") to the scheduled maturity date thereof (giving effect in such calculation to all Computation Factors) exceeds (y) the Aggregate Average Yield on the Tranche B Term Loans for the period from the Series Issuance Date for such Series of New Term Loans to the scheduled maturity date of the Tranche B Term Loans (giving effect in such calculation to all Computation Factors) by more than 0.25% per annum, then the Borrowers shall, at their option, increase the interest rate on the Tranche B Term Loans to such level, and/or CREDIT AND GUARANTY AGREEMENT EXECUTION pay to the holders of the Tranche B Term Loans a yield maintenance fee (a "YIELD MAINTENANCE FEE") in such amounts, as will result in the Aggregate Average Yield on the Tranche B Term Loans for the period from the relevant Series Issuance Date to the scheduled maturity date of the Tranche B Term Loans (giving effect in such calculation to the Computation Factors) equaling the Aggregate Average Yield on such Series of New Term Loans for the period from the Series Issuance Date therefor to the scheduled maturity date thereof (giving effect in such calculation to the Computation Factors) less 0.25% per annum. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Agents to effect the provision of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Date2.25.

New Term Loans. (ax) Subject to the terms and conditions set forth herein, (i) each Renewing Each Consenting Term Lender severally agrees to make convert (the “Term Loan Conversion”), on the First Amendment Effective Date, all Term Loans of such Consenting Term Lender outstanding on the First Amendment Effective Date (immediately prior to giving effect thereto) into new term loans hereunder (each such term loan, a “Converted New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Loan” and, collectively, “Converted New Term Loans”) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Lender with a New Term Lender Loan Commitment severally agrees to make New Term Loans to the Borrower make, on the Tranche B Refinancing Date First Amendment Effective Date, a term loan or term loans in a an initial principal amount equal to such Lender’s New Term Loan Commitment (each, an “Additional New Term Loan” and, collectively, “Additional New Term Loans”, and, together with the Converted New Term Loans, “New Term Loans”) to Borrower to be used for the purposes identified in subsection 2.5E. The amount of each Lender's Additional ’s New Term Loan Commitment. For purposes hereof Commitment and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Converted New Term Loans on the Tranche B Refinancing Date in an amount (if any) is set forth in such Joinder Agreement opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of (x) Additional New Term Loans and (iiy) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereofConverted New Term Loans is $540,000,000. The "Additional New Term Loan Commitment" Commitments of such Additional Term Lender Lenders shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated adjusted to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice give effect to such Lender prior to the Tranche B Refinancing Date. The commitments any assignments of the New Term Lenders are several and no Loan Commitments pursuant to subsection 10.1B. Each Lender’s New Term Lender Loan Commitment shall be responsible for any other expire immediately and without further action on December 5, 2003 if the Additional New Term Lender's failure to Loans are not made on or before that date. Borrower may make only one borrowing on the First Amendment Effective Date under the New Term LoansLoan Commitments. For purposes hereof, the "Tranche B Refinancing Date" shall Amounts borrowed under this subsection 2.1A(i)(II) or amounts borrowed as Term Loans under subsection 2.1(A)(i)(I) and continued as New Term Loans pursuant to this subsection 2.1(A)(i)(II) and subsequently repaid or prepaid may not be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph (b) of this Section 4 is satisfied. The Borrower shall give the Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Datereborrowed.”.

New Term Loans. (a) Subject to the terms and conditions set forth herein, (i) each Renewing Lender agrees Borrower may up to make five times following the Closing Date, by written notice to Administrative Agent elect to request the establishment of additional Term Loan Commitments (the “New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (Loan Commitments”), by an amount not in excess of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for Maximum New Term Loans Loan Amount in the aggregate, pursuant to this Section 2.1(c), and not less than $25,000,000 individually. Each such notice shall specify (a) the date (each, an equal principal amount “Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than one Business Day after the date on which such notice is delivered to Administrative Agent and (iib) the identity of each Additional Term Lender agrees to make or other Person that is an Eligible Assignee (each, a “New Term Loans Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the Borrower amounts of such allocations; provided that, any Lender approached to provide all or a portion of the New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective as of such Increased Amount Date without further written consent or authorization from Lenders or the Administrative Agent; provided that, (a) no Default or Event of Default shall exist on the Tranche B Refinancing such Increased Amount Date in a principal amount equal before or after giving effect to such New Term Lender's Additional Term Loan Commitment. For purposes hereof Commitments; (b) both before and of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering after giving effect to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" making of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc any Series of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each of the conditions set forth in paragraph Section 3.2 shall be satisfied; (c) Borrower and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Sections 5 and 6 after giving effect to such New Term Loan Commitments and New Term Loans (provided that the proceeds of any New Term Loans shall not be deducted in the calculation of “Consolidated Adjusted Debt” or “Consolidated Total Debt”); (d) the New Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements (each, a “Joinder Agreement”) (which shall set forth, for such New Term Loan Commitments and the New Term Loans made pursuant thereto, the Applicable Margin and scheduled amortization thereof and the final maturity thereof) executed and delivered by Borrower, Administrative Agent and each New Term Loan Lender; and (e) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans funded pursuant to any one Joinder Agreement shall be designated a separate series (each a “Series”) of New Term Loans for all purposes of this Agreement. Upon and after the effectiveness of New Term Loan Commitments, subject to the satisfaction of the foregoing terms and conditions and other applicable terms and conditions in this Agreement and the Joinder Agreement, (a) each New Term Loan Lender of such Series shall make a New Term Loan to Borrower in an amount equal to its pro rata portion of the New Term Loan Commitment being funded, and (b) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and the amount of New Term Loan Commitments of such Series. Each New Term Loan Commitment with respect to any Series shall terminate immediately and without further action upon funding of such New Term Loan. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or permitted under this Section 2.1(c)(i) and set forth in the applicable Joinder Agreement, identical to Term Loans. In any event (a) the applicable maturity date of each Series of New Term Loans shall be no earlier than the Final Maturity Date then in effect, (b) the Weighted-Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted-Average Life to Maturity of the Terms Loans outstanding on the Closing Date under this Agreement and (c) with respect to any New Term Loans created hereunder, if the initial yield on such New Term Loans (as reasonably determined by the Administrative Agent to be equal to the sum of (x) the margin applicable to such New Term Loans above the Adjusted Eurodollar Rate and (y) if such New Term Loans are initially made at a discount or the Lenders making the same receive a fee directly or indirectly from or on behalf of Borrower for doing so (excluding customary arranger or commitment fees paid to the arrangers of such New Term Loans or their affiliates), and such discount and fees are in excess of 0.25% (the amount of such discount or upfront fees, in excess of 0.25% expressed as a percentage of such New Term Loans, being referred to herein as “Upfront Fees”), the amount of such Upfront Fees divided by the lesser of (A) the average life to maturity of such New Term Loans and (B) four) exceeds the Applicable Margin that would be applicable to any Term Loans that are Eurodollar Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (without respect to Eurodollar Rate Loans or Base Rate Loans) then in effect for such Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the New Term Loans; provided that, to the extent that the lowest permissible rate applicable to such New Term Loans is higher than the lowest permissible rate applicable to other Term Loans as a result of a “floor” or similar feature, such differential between the floors shall be equated to the applicable Yield Differential for purposes of determining whether an increase to the interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the floor that would be applicable to any Term Loans that are Eurodollar Loans would cause an increase in the interest rate then in effect thereunder (determined, based on the rate that would be applicable to any such other Term Loans that are Eurodollar Loans for a 3-month Interest Period), and in such case, the floor applicable to the Eurodollar Loans that are Term Loans shall be increased to the extent of such differential (and such difference in floors shall not increase the Applicable Margin). Notwithstanding anything to the contrary contained herein, Borrower, Guarantors and Administrative Agent may execute such amendments and/or amendments and restatements to this Agreement and the other Loan Documents as may be necessary or advisable to effectuate the provisions of this Section 4 is satisfied. The Borrower shall give subsection 2.1(c)(i), and each Joinder Agreement may, without the Agent at least two Business Days' prior written notice consent of any other Lenders, effect any such amendments and/or amendments and restatements to this Agreement and the date selected by it other Loan Documents as may be necessary or advisable to effectuate the Tranche B Refinancing Dateprovisions of this subsection 2.1(c)(i).

New Term Loans. (a) Subject Pursuant to the terms and conditions set forth herein, (i) each Renewing Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in such amounts (not in excess of its Existing Tranche B Term Loans) as are determined by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC and notified to such Lender by exchanging its Existing Tranche B Term Loans in such amounts for New Term Loans in an equal principal amount and (ii) each Additional Term Lender agrees to make New Term Loans to the Borrower on the Tranche B Refinancing Date in a principal amount equal to such New Term Lender's Additional Term Loan Commitment. For purposes hereof and Section 2.10 of the Credit Agreement, a Person shall become an Additional Term Lender by executing and delivering subject to the Agent, on or prior to the Tranche B Refinancing Date, a written instrument in a form satisfactory to the Agent (a "Joinder Agreement") pursuant to which such Person (i) commits to make Additional Term Loans on the Tranche B Refinancing Date in an amount set forth in such Joinder Agreement and (ii) agrees to become party to the Credit Agreement as a Tranche B Lender and to be bound by the terms and provisions thereof. The "Additional Term Loan Commitment" of such Additional Term Lender shall be the amount set forth in its Joinder Agreement or such lesser amount as is allocated to it by the Borrower, X.X. Xxxxxx Securities Inc. and Banc of America Securities LLC by notice to such Lender prior to the Tranche B Refinancing Date. The commitments of the New Term Lenders are several and no New Term Lender shall be responsible for any other New Term Lender's failure to make New Term Loans. For purposes hereof, the "Tranche B Refinancing Date" shall be a Business Day selected by the Borrower occurring on or after November 10, 2003 and prior to November 15, 2003, on which each satisfaction of the conditions set forth in paragraph Section 4 hereof, on and as of the Incremental Amendment Effective Date: Each Term Loan A-1 Lender that is, prior to the Incremental Amendment Effective Date, a Lender under the Credit Agreement agrees that upon, and subject to, the occurrence of the Incremental Amendment Effective Date, such Term Loan A-1 Lender’s Commitment shall be increased, as contemplated by Section 2.10 of the Credit Agreement, by the amount set forth opposite such Term Loan A-1 Lender’s name under the heading “Term Loan A-1 Commitment” on Schedule 1C to this Amendment. From and after the Incremental Amendment Effective Date, each reference in the Credit Agreement to any Term Loan A-1 Lender’s Commitment shall mean its Commitment, as increased by the amount set forth opposite such Term Loan A-1 Lender’s name under the heading “Term Loan A-1 Commitment” on Schedule IC to this Amendment. Upon satisfaction (bor waiver) of the conditions set forth in Section 4 hereof, (1) the Lenders hereby agree and consent to the incurrence by the Borrower and the other Loan Parties (after giving effect to the amendment to Section 2.10 of the Credit Agreement set forth in Section 1.5 herein) of the Term Loan A-1 and that for all purposes under the Credit Agreement and the other Loan Documents, the Term Loan A-1 shall (x) except as otherwise set forth in this Amendment, have the same terms and conditions as the Term Loan A (including, if applicable, as to maturity, optional and mandatory prepayments, and amortization) and (y) be a “Term Loan A-1”, a “New Term Loan” and a “Term Loan” under and as defined in the Credit Agreement, and for all purposes under the Credit Agreement and the other Loan Documents and (2) each Term Loan A Lender hereby waives the terms and conditions of Section 2.10(b)(iii) of the Credit Agreement in respect of interest payable on, and the prepayment premium applicable to, the Term Loan A-1 as set forth in Section 2.05(a)(iv) of the Credit Agreement (as amended hereby). For purposes of the definition of “Maturity Date” in the Credit Agreement, the date specified as the “Maturity Date” of the Term Loan A-1 as the “New Term Loan” referred to therein shall be September 24, 2016, or if such date is not a Business Day, then the immediately preceding Business Day, which date is subject to extension in accordance with Section 2.11. Each Term Loan A-1 Lender, severally and not jointly agrees, on the terms and subject to the conditions set forth herein, to make term loans to the Borrower on the Incremental Amendment Effective Date, in each case in an aggregate principal amount not to exceed the amount set forth opposite such Term Loan A-1 Lender’s name on Schedule IC hereto under the heading “Term Loan A-1 Commitment” (the “Term Loan A-1”). Such Term Loan A-1 shall be deemed to be made in addition to the Term Loan A and the Term Loan B and not in repayment thereof, and shall constitute a part of the Term Loan for all purposes under the Credit Agreement and each other Loan Document. The Term Loan A-1 may only be incurred on the Incremental Amendment Effective Date. Any portion of the Term Loan A-1 borrowed on the Incremental Amendment Effective Date shall reduce the Incremental Facility Amount dollar-for-dollar, and if the Term Loan A-1 is borrowed in full, the Incremental Facility Amount shall be reduced to zero immediately after giving effect to such borrowing unless subsequently amended after the Incremental Amendment Effective Date in accordance with Section 10.01 of the Credit Agreement. Once repaid, the Term Loan A-1 may not be re-borrowed. Without limiting the generality of the foregoing, the Term Loan A-1 made pursuant to this Section 2 and the “Term Loan A-1 Obligations” shall (i) constitute Obligations and Term Loan Obligations under the Loan Documents, (ii) be subject to all of the rights, remedies, privileges and protections applicable to the other Term Loans under the Credit Agreement and the other Loan Documents, (iii) be secured by the Liens granted to the Collateral Agent under all Loan Documents, (iv) be evidenced by Notes (if any), (v) bear interest at rates and have all other terms otherwise applicable to the Term Loan A-1 pursuant to Section 1.4(b) of this Amendment and Section 4 is satisfied2.05(a)(iv) of the Credit Agreement, and (vi) be payable in the manner set forth in the Credit Agreement. From and after the Incremental Amendment Effective Date, (i) all references to the “Term Loan” or “Term Loans” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to all Term Loans (including, but not limited to, the Term Loan A-1); (ii) all references to the “New Term Loan” or the “New Term Loans” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to the Term Loan A-1; (iii) all references to “New Lender” or “New Lenders” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to the Term Loan A-1 Lenders; and (iv) all references to “New Term Loan Commitment” or “New Term Loan Commitments” contained in the Credit Agreement, the Collateral Documents and the other Loan Documents shall be deemed to refer to the “Term Loan A-1 Commitment”. Each Loan Party hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Administrative Agent, the Collateral Agents or the Lenders with regard to its Obligations in respect of the Term Loans (including, without limitation, the Term Loan A-1) and (y) reaffirms its obligation to repay the Term Loan (including, without limitation, the Term Loan A-1) in accordance with the terms and provisions of this Amendment and the other Loan Documents. The parties hereto agree that this Amendment shall be deemed to constitute the required notice by the Borrower for purposes of the requirements of Sections 2.10(a) and 2.10(d) of the Credit Agreement. The Borrower shall give and the Administrative Agent at least two Business Days' prior written notice of the date selected by it as the Tranche B Refinancing Dateeach hereby acknowledge that each Term Loan A-1 Lender is reasonably acceptable to such party.