Common use of Term Loan A Clause in Contracts

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, on the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make a term loan to Borrowers in a principal amount of $10,000,000 (the “Term Loan A”). The proceeds of the Term Loan A shall be used to refinance all indebtedness owing from Borrower to Bank as of the Second Amendment Effective Date. (ii) Interest shall accrue from the date of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly beginning on the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. Any portion of the Term Loan A that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers may prepay all or any portion of the Term Loan A without penalty or premium. (iii) Borrowers hereby request that Bank make the Term Loan A on the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, on the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make a one (1) term loan to Borrowers Borrower in a principal amount of Five Million Dollars ($10,000,000 5,000,000) (the “Term Loan A”). The proceeds of the Term Loan A shall be used (A) first, to refinance all indebtedness owing from Borrower outstanding Term Loans (as defined immediately prior to Bank the First Amendment Effective Date) as of the Second First Amendment Effective DateEffective, and (B) second, for working capital purposes. (ii) Interest shall accrue from the date of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Interest-Only Availability End Date shall be payable monthly beginning on the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. Any portion of the Term Loan A that is outstanding on the Interest-Only Availability End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018the date that is one month immediately following the Availability End Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers Borrower may prepay all or any portion of the Term Loan A without penalty or premium. (iii) Borrowers Borrower hereby request requests that Bank make the Term Loan A on the Second First Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers Borrower shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, on the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make a one (1) term loan to Borrowers Borrower in a an aggregate principal amount of $10,000,000 the Term Loan A Amount (the “Term Loan A”). Borrower agrees to request Term Loan A on the Term Loan A Availability End Date. The proceeds of the Term Loan A shall be used to refinance all indebtedness owing from Borrower to Bank as of the Second Amendment Effective Datefor general working capital purposes and for capital expenditures. (ii) Interest shall accrue from the date of the Term Loan A at the rate specified in Section 2.3(a), and prior to the Term Loan A Interest-Only End Date interest only shall be payable monthly beginning on the first day of the month next following the Term Loan AJanuary 1, 2011, and continuing on the same day of each month thereafter. Any portion of If Term Loan A remains outstanding on the Term Loan A that is outstanding on the Interest-Only End Date Date, it shall be payable in 30 equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018one month immediately following the Term Loan A Interest-Only End Date, and continuing on the same day of each month thereafter through the Term Loan A Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers may prepay all or any portion of the Term Loan A without penalty or premiumre-borrowed. (iii) Borrowers hereby request that Bank make On the Term Loan A on the Second Amendment Effective Date or as soon as practicable thereafter. To document this requestAvailability End Date, Borrowers Borrower shall notify confirm to Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the that Borrower desires to obtain Term Loan A is to be made. A. Such notice confirmation shall be substantially in the form of Exhibit C. The notice confirmation shall be signed by an Authorized Officer.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon the terms and conditions of this Agreement, on the Second Amendment Effective Dateeach Term Loan A Lender, or as soon thereafter as all conditions precedent to the making thereof have been metseverally and not jointly, Bank agrees to will make a term loan to Borrowers in a principal the amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of $10,000,000 8,500,000 (the “Term Loan A”). The proceeds of the Term Loan A shall be used advanced on the Closing Date and shall be, with respect to refinance all indebtedness owing from Borrower principal, payable as follows, subject to Bank as acceleration upon the occurrence of an Event of Default under this Agreement or termination of this Agreement: on or before the date that is forty-five (45) days after the last day of each fiscal quarter (each a “True-Up Date”), commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Second Amendment Effective Date. (ii) Interest Term, Borrowers shall accrue from the date of repay the Term Loan A at the rate specified in Section 2.3(a), and prior an amount equal to the Interest-Only End Date shall be payable monthly beginning on the first day greater of the month next following the Term Loan A, (x) $212,500 and continuing on the same day of each month thereafter. Any portion of (y) the Term Loan A Lenders Pro Rata Share of the lesser of (I) 50% of Excess Cash Flow for the most recently ended prior fiscal quarter for which financial statements were delivered to Agents and (II) 50% of the Maximum True Up Amount (provided that is outstanding on Borrowers shall pay the Interest-Only End Date shall be payable amount set forth in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the same foregoing clause (x) no later than the first Business Day following the last day of each month fiscal quarter, commencing with the fiscal quarter ending March 31, 2017 and continuing thereafter through and including the last such date occurring immediately prior to the end of the Term Loan Maturity Date(it being understood and agreed that if the amount calculated pursuant to the foregoing clause (y) for each such period exceeds the amount set forth in the foregoing clause (x), at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement difference thereof (if any) shall be immediately due paid by Borrowers no later than the applicable True-Up Date)) followed by a final payment of all unpaid principal, accrued and payableunpaid interest and all unpaid fees and expenses upon expiration of the Term. The Term Loan AA shall be evidenced by one or more secured promissory notes (collectively, once repaidthe “Term Note”) in substantially the form attached hereto as Exhibit 2.3. Term Loan A may consist of Domestic Rate Loans or LIBOR Rate Loans, or a combination thereof, as Borrowing Agent may not be reborrowed. request; and in the event that Borrowers may prepay all desire to obtain or extend any portion of the Term Loan A without penalty as a LIBOR Rate Loan or premium. (iii) Borrowers hereby request that Bank make to convert any portion of the Term Loan A on from a Domestic Rate Loan to a LIBOR Rate Loan, Borrowing Agent shall comply with the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers notification requirements set forth in Sections 2.2(b) and/or (e) and the provisions of Sections 2.2(b) through (h) shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officerapply.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows:

Term Loan A. (i) Subject to and upon On the terms and conditions of this Agreement, on Effective Date the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make a term loan to Borrowers in a aggregate principal amount of Term Loan A (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement is $10,000,000 600,000,000 and shall be deemed outstanding under this Agreement (collectively, the “"Term Loan A”"). The Borrower may from time to time deposit the proceeds of the Term Loan A in the L/C Cash Collateral Account. Unless a Default or an Event of Default shall have occurred and be continuing, the L/C Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral Account from time to time upon 3 Business Days' notice to the Administrative Agent, provided that the aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account thereafter would not be less than an amount equal to 100% of the aggregate face amount of all outstanding Letters of Credit. The obligations of each Term A Lender hereunder shall be used several and not joint. The Term Loan A shall, upon the request of any Lender pursuant to refinance all indebtedness owing from Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a "Note" and collectively the "Notes"), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to Bank as pay the amount of the Second Amendment Effective Dateapplicable Term A Lender's Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) Interest shall accrue from the date The aggregate outstanding principal balance of the Term Loan A at (including the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly beginning on the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. Any portion of the Term Loan A that is outstanding the proceeds of which are held by the Administrative Agent in the L/C Cash Collateral Account) shall be due and payable in full in immediately available funds on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due if not sooner paid in connection full. No payment with respect to the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers may prepay all or any portion The deposit of proceeds of the Term Loan A without penalty or premium.in the L/C Cash Collateral Account as provided in Section 1.1(a)(i) above, is not and shall not be deemed to be a repayment of the Term Loan A. (iii) Borrowers hereby request that Bank make Each payment of principal with respect to the Term Loan A shall be paid to the Administrative Agent for the ratable benefit of each Term A Lender, ratably in proportion to each such Term A Lender's respective Term A Commitment. (iv) Subject to and in accordance with the terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and ending on the day on which the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.” Section 2.1 (c) earlier of the Agreement hereby is amended Maturity Date and restated in its entirety 30 days prior to read as follows:the Scheduled Maturity Date, up to a maximum amount of $200,000,000 (the "L/C Subfacility").

Term Loan A. (i) Subject to and upon On the terms and conditions of this Agreement, on Effective Date the Second Amendment Effective Date, or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees to make a term loan to Borrowers in a aggregate principal amount of Term Loan A (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement is $10,000,000 600,000,000 and shall be deemed outstanding under this Agreement (collectively, the “Term Loan A”). The Borrower may from time to time deposit the proceeds of the Term Loan A in the L/C Cash Collateral Account. Unless a Default or an Event of Default shall have occurred and be continuing, the L/C Cash Collateral may be withdrawn by the Borrower from the L/C Cash Collateral Account from time to time upon 3 Business Days’ notice to the Administrative Agent, provided that the aggregate amount of L/C Cash Collateral held in the L/C Cash Collateral Account thereafter would not be less than an amount equal to 100% of the aggregate face amount of all outstanding Letters of Credit. The obligations of each Term A Lender hereunder shall be used several and not joint. The Term Loan A shall, upon the request of any Lender pursuant to refinance all indebtedness owing from Section 1.10, be evidenced by promissory notes substantially in the form of Exhibit 1.1 (each a “Note” and collectively the “Notes”), and, upon such request as provided in Section 1.10, Borrower shall execute and deliver each Note to the applicable Term A Lender. Each Note shall represent the obligation of Borrower to Bank as pay the amount of the Second Amendment Effective Dateapplicable Term A Lender’s Term Loan A, together with interest thereon as prescribed in Section 1.5. (ii) Interest shall accrue from the date The aggregate outstanding principal balance of the Term Loan A at (including the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly beginning on the first day of the month next following the Term Loan A, and continuing on the same day of each month thereafter. Any portion of the Term Loan A that is outstanding the proceeds of which are held by the Administrative Agent in the L/C Cash Collateral Account) shall be due and payable in full in immediately available funds on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due if not sooner paid in connection full. No payment with respect to the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers may prepay all or any portion The deposit of proceeds of the Term Loan A without penalty or premium.in the L/C Cash Collateral Account as provided in Section 1.1(a)(i) above, is not and shall not be deemed to be a repayment of the Term Loan A. (iii) Borrowers hereby request that Bank make Each payment of principal with respect to the Term Loan A shall be paid to the Administrative Agent for the ratable benefit of each Term A Lender, ratably in proportion to each such Term A Lender’s respective Term A Commitment. (iv) Subject to and in accordance with the terms and conditions contained herein and in Annex B, unless a Default or an Event of Default shall have occurred and be continuing, each L/C Issuer agrees to issue one or more Letters of Credit at the request of the Borrower from time to time during the period commencing on the Second Amendment Effective Date or as soon as practicable thereafter. To document this request, Borrowers shall notify Bank (which notice shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time and ending on the day on which the Term Loan A is to be made. Such notice shall be substantially in the form of Exhibit C. The notice shall be signed by an Authorized Officer.” Section 2.1 (c) earlier of the Agreement hereby is amended Maturity Date and restated in its entirety 30 days prior to read as follows:the Scheduled Maturity Date, up to a maximum amount of $200,000,000 (the “L/C Subfacility”).

Term Loan A. (ia) Subject to and upon the terms and conditions of Section 3.2 of this AgreementAgreement and the prior or contemporaneous funding of the Term B Debt, on within 35 days following the Second Amendment Effective DateClosing Date each Lender with a Term Loan A Commitment agrees (severally, not jointly or as soon thereafter as all conditions precedent to the making thereof have been met, Bank agrees jointly and severally) to make a in one draw term loan to Borrowers in a principal amount of $10,000,000 loans (collectively, the “Term Loan A”)) to US Borrowers in an amount equal to such Lender’s Pro Rata Share of the Term Loan A Amount. The proceeds Term Loan A shall, subject to adjustment as provided below, be repaid on the following dates and in the following amounts: The first day of each calendar month commencing on the first day of the calendar month immediately following the first full calendar month after the making of the Term Loan A $ 300,000 Except as provided in Section 2.4(c) hereof and except in connection with the repayment of all of the Obligations and the termination of this Agreement, the US Borrowers may, at any time and from time to time, upon at least 5 Business Days’ prior written notice to Administrative Agent, prepay the principal amount of the Term Loan A in whole or in part (each an “Optional Prepayment”); provided that any such partial prepayment shall be in an amount equal to $5,000,000 or a higher integral multiple of $1,000,000. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. (b) Each Optional Prepayment of the Term Loan A shall be used applied to refinance all indebtedness owing from Borrower to Bank as of the Second Amendment Effective Date. (ii) Interest shall accrue from the date of remaining installments due on the Term Loan A at the rate specified in Section 2.3(a), and prior to the Interest-Only End Date shall be payable monthly beginning on the first day inverse order of the month next following the Term Loan A, and continuing on the same day of each month thereafter. Any portion of the Term Loan A that is outstanding on the Interest-Only End Date shall be payable in equal monthly installments of principal, plus all accrued interest, beginning on April 7, 2018, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan A and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan A, once repaid, may not be reborrowed. Borrowers may prepay all or maturity. (c) Once any portion of the Term Loan A without penalty has been paid or premiumprepaid, it may not be reborrowed. (iiid) Borrowers hereby request that Bank make the Term Loan A on the Second Amendment Effective Date or as soon as practicable thereafter. To document Amounts borrowed pursuant to this request, Borrowers shall notify Bank (which notice Section 2.2 shall be irrevocable) by facsimile transmission to be received no later than 3:30 p.m. Eastern time on the day on which the Term Loan A is to be made. Such notice shall be substantially denominated in the form of Exhibit C. The notice shall be signed by an Authorized OfficerDollars.” Section 2.1 (c) of the Agreement hereby is amended and restated in its entirety to read as follows: