Common use of Term Loan Commitment Clause in Contracts

Term Loan Commitment. On the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof), each Lender will make one term loan (relative to such Lender, its "Term Loan") to the Borrower equal to the lesser of its Revolving Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. On (a) In a single Borrowing (which shall be on a Business Day) occurring on the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof)Closing Date, each Term Loan Lender that has an Initial Term Loan Commitment agrees that it will make one initial term loan loans (relative to such Lender, its "“Initial Term Loan"Loans”) to the Borrower equal to such Term Loan Lender’s Initial Term Loan Percentage multiplied by the lesser of its Revolving Loan and its Percentage aggregate amount of the Borrowing of Initial Term Period Commitment AmountLoans requested by the Borrower to be made on such day. The Initial Term Loan Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment"Lender shall be automatically and permanently reduced to $0 on the Closing Date (after giving effect to the incurrence of any Initial Term Loans on such day). (b) On any Business Day (the date of each such advance, a “Delayed Draw Funding Date”) during, but not after, the Delayed Draw Availability Period, each Term Loan Lender that has a Delayed Draw Term Loan Commitment agrees that it will make delayed draw term loans (relative to such Lender, its “Delayed Draw Term Loans” and, together with the Initial Term Loans, the “Term Loans”) equal to such Term Loan Lender’s Delayed Draw Term Loan Percentage multiplied by the aggregate amount of the Borrowing of Delayed Draw Term Loans requested by the Borrower to be made on such day. Notwithstanding anything to the contrary contained herein, on each Delayed Draw Funding Date and immediately after giving effect to the incurrence of the Delayed Draw Term Loans funded on such date the outstanding principal amount of such Delayed Draw Term Loans of each Term Loan Lender shall be automatically converted on such date into a like principal amount of additional Initial Term Loans and shall be added to, and constitute a portion of, the outstanding principal balance of Initial Term Loans thereafter for all purposes of this Agreement and the other applicable Loan Documents; it being understood and agreed that such funded Delayed Draw Term Loans shall be added to (and form a part of) each then outstanding Borrowing of Initial Term Loans on the applicable Delayed Draw Funding Date. For the avoidance of doubt, a Term Loan Lender holding Delayed Draw Term Loan Commitments shall fund its Delayed Draw Term Loan Commitment on a several basis, independent of any other Term Loan Lender, and may amend or waive any condition to the funding of Delayed Draw Term Loans as to itself. (c) No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. On the Revolving Period Loan Commitment Termination Date (unless such date shall occur as a result of clause (c) of the definition thereof), each Lender will make one term loan (relative to such Lender, Lender its "Term Loan") to the Borrower equal to the lesser of the then outstanding principal amount of its Revolving Loan and its Percentage of the Term Period Commitment Amountamount described in Section 2.1.3(b). The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans Loan may be reborrowed. LIBO Fixed Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Loan Commitment Termination Date shall be continued as LIBO Fixed Rate Loans for the applicable Interest Period and Base Prime Rate Loans shall be continued as Base Prime Rate Loans after the Revolving Period Loan Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Fixed Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Loan Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Prime Rate Loans and, after Base Prime Rate Loans have been paid in full, to LIBO Fixed Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. On Subject to the Revolving Period terms and conditions hereof, and in reliance upon the representations and warranties set forth herein, the Borrower may from time to time request Term Loans prior to the Maturity Date in amounts which do not exceed (i) in the aggregate, the Term Loan Commitments of the Lenders, (ii) at the time of any Extension of Credit under such Term Loan Commitments, the Term Loan Commitments of the Lenders then in effect on such date, and (iii) the aggregate amount available in the Escrow Account, for the purposes hereinafter set forth, and each Lender holding a Term Loan Commitment Termination Date (unless such date shall occur as a result of clause agrees, severally, in accordance with its Term Loan Commitment Percentage, and not jointly, that amounts released from the Escrow Account to the Borrower pursuant to paragraph (c) of the definition thereof)below shall be deemed to be term loans (each, each Lender will make one term loan (relative to such Lender, its "a “Term Loan"”) extended to the Borrower equal to (through the lesser Administrative Agent) as of its Revolving the date of such release. The amount of the aggregate Term Loan Commitments of the Lenders will be reduced dollar-for-dollar by the amount of each Extension of Credit (including by the amount of the Closing Date Term Loan) made hereunder, and its Percentage each such reduction of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Loan Commitments shall be made pro rata across all Term Loan Commitment"Commitments of the Lenders according to the respective Term Loan Commitment Percentages of the Lenders. No amounts paid Any remaining Term Loan Commitment shall be terminated on the Maturity Date. Amounts repaid or prepaid with respect to on the Term Loans may not be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. On Subject to the Revolving Period terms and conditions hereof and relying upon the representations and warranties herein set forth, each Lender holding any Term Loan Commitment severally agrees to make a term loan (the "Term Loans") in Euros to the Borrowers at any time on or after the Closing Date to and including the Term Loan Draw Termination Date (unless such date shall occur as a result of clause (c) of date, the definition thereof), each Lender will make one term loan (relative to such Lender, its "Term Loan") to the Borrower equal to the lesser of its Revolving Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Draw Date") in such principal amount as the Borrowers shall request up to but not exceeding such Lender's Term Loan Commitment". No amounts paid or prepaid with respect to ; provided however, (i) only one advance of the Term Loans may be reborrowedmade, (ii) the proceeds of the Term Loan shall be used to redeem and repay in full all outstanding Indebtedness under the 2012 Senior Notes and such 2012 Senior Notes shall be cancelled and (iii) after giving effect to such Term Loan advance, the aggregate amount of Term Loans shall not exceed the Term Loan Commitment. LIBO Rate The Lenders shall have no obligation to make Term Loans for which hereunder after the Interest Period Term Loan Draw Termination Date. The Term Loan Commitments are not revolving credit commitments, and the Borrowers shall not have terminated as the right to borrow, repay and reborrow new funds under this Section 2.14. The Borrower Agent, on behalf of all Borrowers, shall have the right at any time and from time to time upon five (5) Business Days' prior written notice to the Administrative Agent to permanently reduce, in whole multiples of €5,000,000.00 of principal, or terminate the Term Loan Commitments without penalty or premium. The Term Loan Commitments shall automatically terminate upon the earlier to occur of (x) 11:59 pm (Pittsburgh time) on the Term Loan Draw Termination Date and (y) the funding of the Revolving Period Term Loans on the Term Loan Draw Date. From the effective date of any such reduction or termination the obligations of the Borrowers to pay the Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice Fee pursuant to Section 2.4; provided that such LIBO Rate Loans which 2.16 shall have converted to Term Loans shall correspondingly be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loansreduced or cease.

Term Loan Commitment. On If the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) initial Stated Amount of the definition thereof)Surety L/C is reduced, the Surety L/C is terminated, and/or a draw against the Surety L/C is made at any time, then subject to and upon the terms and conditions set forth herein, from and after the date hereof until the Term Loan Termination Date, the Borrower may borrow from the Lenders and each Lender will severally agrees to make one term loan (relative to such Lender, its "Term Loan") to the Borrower Borrower, Term Loans in an aggregate principal amount not to exceed the Total Term Loan Commitment, with each Lender making Term Loans equal to the lesser of its Revolving Term Loan and its Percentage of Availability amount multiplied by the Lender's Term Loan Commitment Percentage. Notwithstanding anything herein to the contrary, the Lenders shall not be obligated to make Term Loans at any time the Term Period Commitment AmountLoan Availability is zero or less. The Commitment of In addition, with each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect increase to the Term Loan Availability (which increases will in no event exceed $32,140,115.50), the Borrower shall, within five (5) Business Days of each increase, request Term Loans may in accordance with Section 4.3 below. Should Borrower fail to request Term Loans within the period described in the preceding sentence, or if the Lenders do not advance Term Loans after their receipt of a Notice of Term Loan Borrowing.for a period of up to 90 days because the conditions to making Term Loans have not been satisfied or waived by Agent or Lenders, the Total Term Loan Commitment shall, subject to the terms of Section 5.2(d) below, be reborrowedreduced by the amount of the applicable increase. LIBO Rate Moreover, should the Borrower fail to request Term Loans for which in an amount equal to the Interest Period shall not have terminated total amount of the applicable increase in Term Loan Availability, the Total Term Loan Commitment shall, as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for sixth (6th) Business Day after the applicable Interest Period increase and Base Rate subject to the terms of Section 5.2(d) below, be reduced by the difference between the total amount of the applicable increase and the aggregate amount of the applicable Term Loans shall be continued as Base Rate Loans after requested by the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Borrower. The Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in fullto the extent permitted or required by the terms hereof, to LIBO Rate LIBOR Loans, unless as selected by the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make LoansBorrower.

Term Loan Commitment. On Subject to and upon the Revolving Period terms and conditions herein set forth: (i) each Lender with a Tranche A Term Loan Commitment Termination Date (unless such date shall occur as ( each a result of clause (c"Tranche A Term Loan Lender") severally establishes in favor of the definition thereof), each Lender will make one term loan (relative to such Borrower its Tranche A Term Loan Commitment. Each Tranche A Term Loan Lender, its "Term Loan") subject to and upon the terms and conditions set forth herein, agrees to lend to the Borrower on the Closing Date a Tranche A Term Loan in an aggregate amount equal to the lesser of its Revolving such Term Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Lender's Tranche A Term Loan Commitment". No amounts paid or prepaid with respect The Tranche A Term Loan shall be funded in a single drawing. Amounts borrowed under this Section 2.1(b)(i) and repaid may not be reborrowed, except solely to the extent the Tranche A Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated Loan is refunded from time to time as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and a Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of Borrowing or a Continuation/Conversion Notice pursuant to Section 2.4Eurodollar Borrowing; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in and (ii) each Lender with a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Tranche B Term Loan Commitment ( each a "Tranche B Term Loan Lender") severally establishes in favor of the Borrower its Tranche B Term Loan Commitment. Each Tranche B Term Loan Lender, subject to and upon the terms and conditions set forth herein, agrees to lend to the Borrower on the Closing Date a Tranche B Term Loan in an aggregate amount equal to such Term Loan Lender's Tranche B Term Loan Commitment. The Tranche B Term Loan shall terminate be funded in a single drawing. Amounts borrowed under this Section 2.1(b)(ii) and it shall have no further Commitment to make Loansrepaid may not be reborrowed.

Term Loan Commitment. On Subject to the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) of terms and conditions hereof and in reliance upon the definition thereof)representations and warranties set forth herein, each Lender will make one severally made available to the Borrower on May 22, 2001 such Lender's Term Loan Commitment Percentage of a term loan in Dollars in the aggregate principal amount of TWO-HUNDRED MILLION DOLLARS (relative $200,000,000.00) (as such term loan may be increased pursuant to such LenderSection 2.4(f), its the "Term Loan") ). The Term Loan may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request; provided, however, that no more than 8 Eurodollar Loans shall be outstanding hereunder at any time (it being understood that, for purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, even if they begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period). Amounts repaid on the Term Loan may not be reborrowed. Notwithstanding the foregoing, in order to simplify administrative issues and most efficiently re-allocate the Term Loan among Lenders according to their Term Loan Commitments as of the Closing Date, the $200,000,000 Term Loan funded on May 22, 2001 may be repaid by the Borrower on or before the Closing Date and re-advanced to the Borrower equal within three (3) Business Days of the Closing Date. Accordingly, in the event the $200,000,000 Term Loan funded on May 22, 2001 is in fact repaid by the Borrower on or before the Closing Date, each Lender severally agrees to make available to the lesser of its Revolving Borrower on the Closing Date such Lender's Term Loan and its Commitment Percentage of a new Term Loan in the Term Period Commitment Amount. The Commitment aggregate principal amount of each Lender described in this Section 2.1.2 is herein referred $200,000,000.00 (and, if applicable, to as fund its "Incremental Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice if any, pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans2.4(f)).

Term Loan Commitment. On Each Lender agrees, severally, but not jointly, upon the Revolving Period Commitment Termination terms and subject to the conditions of this Agreement, to make, to the Borrower an advance (the “Term Loan”) on the Closing Date in the principal amount equal to such Lender’s Term Loan Commitment. Each Lender’s Term Loan shall be evidenced by a promissory note (unless each a “Term Note”) duly executed and delivered by the Borrower prior to the funding of the Term Loan in the form attached hereto as Exhibit B, and be repayable in accordance with the terms of, such Term Note and this Agreement. Borrower shall repay the outstanding principal and accrued interest of the Loan to the Agent for the pro rata benefit of the Lenders (payable monthly in arrears) in 60 consecutive monthly Installments as set forth on Schedule B, due and payable on the first day of each calendar month beginning on the Commencement Date, together with a payment of the interim interest for the Loan in accordance with Section 1.5(b) and a payment of the entire balance of the Loan on the Maturity Date; provided, however, that the first 12 monthly Installments due and payable hereunder shall be payments of accrued interest only. If an Installment is not paid in full within 5 Business Days of the date payment of such Installment is due hereunder or under the Term Note evidencing the same the Borrower shall occur as pay to Agent, for the pro rata benefit of the Lenders, a result of clause late fee in an amount equal to two and a half percent (c2.5%) of the definition thereof)amount of such Installment which late fee constitutes liquidated damages for loss of a bargain and is not a penalty. Once repaid, each Lender will make one term loan (relative to such Lender, its "Term Loan") to the Borrower equal to the lesser of its Revolving Loan and its Percentage of any amount borrowed under the Term Period Commitment Amount. The Loan Commitment of each Lender described in this may not be re-borrowed. Subject to Section 2.1.2 is herein referred to as its "Term Loan Commitment". No 1.2, all amounts paid or prepaid owed hereunder with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date Loan shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless full no later than the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make LoansMaturity Date.

Term Loan Commitment. On With respect to each repayment of Term Loans required by this Section 4.02, the Revolving Borrowers may designate the Types of Term Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 shall be made on the last day of an Interest Period Commitment Termination Date (applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date shall occur as a result of clause (c) of the definition thereof), each Lender will make one term loan (relative to such Lender, its "Term Loan") to the Borrower equal to the lesser of its Revolving Loan required repayment and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans of all Lenders. In the absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. Notwithstanding the foregoing provisions of this Section 4.02 (other than Sections 4.02(a), (b) and (c), which Sections shall not have the benefits of this sentence), if at any time the mandatory repayment of Loans pursuant to this Section 4.02 would result, after giving effect to the procedures set forth above in this clause (j), in the Borrowers incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable hereto (any such Eurodollar Loans, "Affected Loans"), the Borrowers may elect, by written notice to the Administrative Agent, to LIBO Rate have the provisions of the following sentence be applicable so long as no Default or Event of Default then exists. At the time any Affected Loans are otherwise required to be prepaid, the Borrowers may elect to deposit 100% (or such lesser percentage elected by the Borrowers as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to such Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrowers, unless with the Borrower shall have otherwise instructed amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account); provided, however, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in writing. Upon a Lender making which case the Administrative Agent shall, and is hereby authorized by the Borrowers to, follow said directions) to apply any or all proceeds then on deposit in such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment collateral account to make the payment of such Affected Loans.

Term Loan Commitment. On Subject to all the Revolving Period Commitment Termination terms and conditions of this Subordinated Loan Agreement and prior to the termination of its commitment as hereinafter provided, and provided that no Event of Default has occurred and is continuing, Lender hereby agrees to make loans (each a "Loan" and collectively, the "Loans") to Borrower in such amounts as Borrower shall request pursuant to this SECTION 2.A. at any time from the date hereof through December 15, 2000 (the "Term Loan Availability End Date"), in an aggregate principal amount not to exceed $2,000,000 (the "Commitment"). If at any time or for any reason, the outstanding aggregate principal amount of the Loans is greater than the Commitment, Borrower shall immediately pay to Lender, in cash, the amount of such excess. Any commitment of Lender, pursuant to the terms of this Subordinated Loan Agreement, to make Loans shall expire upon the earlier to occur of (i) the Term Loan Availability End Date, and (ii) Lender's termination of its obligations to make Loans hereunder pursuant to SECTION 13(i) hereof, subject to Lender's right to renew said commitment in its sole and absolute discretion at Borrower's request. Any such renewal of said commitment shall not be binding upon Lender unless it is in writing and signed by an officer of Lender. Notwithstanding the foregoing, and subject to the terms hereof, upon the occurrence of an Equity Event, the Term Loan Availability End Date shall be extended to the date thirty (unless such date shall occur as a result 30) days after Borrower's execution and delivery of clause the Terms Sheet. Loans that are repaid by Borrower may not be reborrowed. Borrower promises to pay to Lender the outstanding unpaid aggregate principal balance (cand all accrued unpaid interest thereon) of the definition thereofLoans on or before (i) December 15, 2000 (the "Maturity Date"), each Lender will make one term loan or (relative ii) in the event that the Term Loan Availability End Date has been extended pursuant to such Lenderthe occurrence of an Equity Event, its thirty (30) days after Borrower's execution and delivery of the Terms Sheet (the "Term LoanExtended Maturity Date") to (the Borrower equal to Maturity Date and the lesser of its Revolving Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein Extended Maturity Date shall be hereinafter collectively referred to as its the "Term Loan CommitmentMaturity Date"). No amounts paid or prepaid with respect Notwithstanding the foregoing, upon the occurrence of an Accelerated Maturity Event prior to the Term Loans may be reborrowed. LIBO Rate Loans for which Loan Maturity Date, Borrower shall pay to Lender the Interest Period shall not have terminated as outstanding unpaid aggregate principal balance (and all accrued unpaid interest thereon) of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans Loan no later than five (5) business days after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery occurrence of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loansevent.

Term Loan Commitment. On the Revolving Period Loan -------------------- Commitment Termination Date (unless such date shall occur as a result of clause ------ (c) of the definition thereof), each Lender will make one term loan (relative to --- such Lender, Lender its "Term Loan") to the Borrower equal to the lesser of its --------- Revolving Loan and its Percentage of the Term Period Loan Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to ------------- as its "Term Loan Commitment". No amounts paid or prepaid with respect to the -------------------- Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as of the Revolving Period Loan Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Loan Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided ----------- -------- that such LIBO Rate Loans which shall have converted to Term Loans shall be in a ---- minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Loan Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.

Term Loan Commitment. On Subject to the Revolving Period Commitment Termination Date (unless such date shall occur as a result of clause (c) of terms and conditions hereof and in reliance upon the definition thereof)representations and warranties set forth herein, each Term Loan Lender will severally, but not jointly, agrees to make one available to the Company (through the Administrative Agent) on the Closing Date a term loan (relative such loans, the “Term Loans”) in Dollars in an amount equal to such Term Loan Lender's Term Loan Commitment Percentage of THREE HUNDRED MILLION DOLLARS ($300,000,000) (the “Term Loan Committed Amount”) for the purposes hereinafter set forth (such facility, its "the “Term Loan") to Loan Facility”). Upon receipt by the Borrower equal to Administrative Agent of the lesser of its Revolving Loan and its Percentage proceeds of the Term Period Commitment AmountLoans, such proceeds will then be made available to the Company by the Administrative Agent by crediting the account of the Company on the books of the office of the Administrative Agent specified in Section 10.2, or at such other office as the Administrative Agent may designate in writing, with the aggregate of such proceeds made available to the Administrative Agent by the Term Loan Lenders and in like funds as received by the Administrative Agent (or by crediting such other account(s) as directed by the Company). The Commitment Term Loans may consist of each Lender described Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Company may request in this Section 2.1.2 is herein referred the Notice of Borrowing delivered to as its "Term Loan Commitment". No amounts paid or prepaid with respect the Administrative Agent prior to the Closing Date; provided, however, that the Term Loans made on the Closing Date may be reborrowed. LIBO only consist of Alternate Base Rate Loans for which unless the Interest Period shall Company delivers a funding indemnity letter, in form and substance reasonably acceptable to the Administrative Agent not have terminated as of less than three (3) Business Days prior to the Revolving Period Commitment Termination Date Closing Date. LIBOR Rate Loans shall be continued as LIBO Rate Loans for the applicable Interest Period made by each Term Loan Lender at its Eurocurrency Lending Office, and Alternate Base Rate Loans shall be continued as Base Rate Loans after made by each Term Loan Lender at its Domestic Lending Office. Amounts repaid or prepaid on the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans may not be reborrowed. The Term Loan Commitments shall be in a minimum amount automatically terminate at the earlier to occur of $5,000,000 (a) the making of the Term Loans and an integral multiple of $1,000,000. Any principal repayments received (b) 5:00 p.m. on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make LoansClosing Date.

Term Loan Commitment. On The Borrower may terminate or reduce the amount of the Revolving Period Commitment Termination Date Credit Commitments or the Tranche A-2 Term Loan Commitments at any time and from time to time without penalty or premium upon not less than three (3) Business Days prior notice to the Administrative Agent of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which in the case of any partial reduction of the Revolving Credit Commitments or Tranche A-2 Term Loan Commitments shall not be less than $10,000,000 and integral multiples of $1,000,000 in excess of that amount in the aggregate) and shall be irrevocable once given (unless such date shall occur as notice states that it is conditioned upon the effectiveness of other credit facilities or the successful closing of a result of clause (c) of disposition or acquisition or other event, in which case such notice may be revoked by the definition thereof)Borrower if such condition is not satisfied, each Lender will make one term loan (relative to such Lender, its "Term Loan") provided that the Borrower pays to the Administrative Agent and the Lenders any “breakage” charges incurred in connection with such notice in accordance with Section 5.4 hereof) and effective only upon receipt by the Administrative Agent (“Commitment Reduction Notice”); provided, however, the Borrower equal to may not reduce the lesser of its Revolving Loan and its Percentage of the Term Period Commitment Amount. The Commitment of each Lender described in this Section 2.1.2 is herein referred to as its "Term Loan Commitment". No amounts paid or prepaid with respect to the Term Loans may be reborrowed. LIBO Rate Loans for which the Interest Period shall not have terminated as aggregate amount of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans shall be continued as Base Rate Loans after the Revolving Period Commitment Termination Date, Credit Commitments below $100,000,000 unless the Borrower shall have elected otherwise by delivery is terminating the Revolving Credit Commitments in full. Promptly after receipt of a Continuation/Conversion Commitment Reduction Notice the Administrative Agent shall notify each Revolving Credit Lender or Tranche A-2 Term Loan Lender, as applicable, of the proposed termination or commitment reduction. Without limitation of the provisions of Section 2.16, the Revolving Credit Commitments and Tranche A-2 Term Loan Commitments, once reduced or terminated pursuant to this Section, may not be increased or reinstated. In the case of a termination of the Tranche A-2 Term Loan Commitments, the Borrower shall pay all fees, if any, accrued to the date of such termination of the Tranche A-2 Term Loan Commitments to the Administrative Agent for the account of the Tranche A-2 Term Loan Lenders. In the case of a termination of the Revolving Credit Commitments, the Borrower shall pay all interest on the Revolving Credit Loans and all fees, if any, accrued to the date of such termination of the Revolving Credit Commitments to the Administrative Agent for the account of the Revolving Credit Lenders. In the case of any reduction or termination of the Revolving Credit Commitments resulting in a repayment of the Revolving Credit Loans pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to Base Rate Loans and2.7(a) or Section 2.8(b) (as applicable), after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent also pay any applicable compensation due to each Revolving Credit Lender in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loansaccordance with Section 5.4 of this Agreement.

Term Loan Commitment. On or no later than the second Business Day following the Effective Date, the Borrower shall give written notice to the Administrative Agent (which may be transmitted by telecopier), substantially in the form of Exhibit D hereto, (the "Effective Date Borrowing Notice") stating that the conditions precedent set forth in Article III of this Agreement have been satisfied and requesting Revolving Credit Loans and/or Term Loans, by specifying the principal amount of the Revolving Period Commitment Termination Date (unless Credit Loans and Term Loans to be outstanding under the Agreement immediately following such date shall occur as a result of clause (c) borrowings. Upon receipt of the definition Effective Date Borrowing Notice, the Administrative Agent shall promptly notify each Bank thereof), each Lender will . Each of the Banks shall make one term (i) a Revolving Credit Loan to the Borrower in a principal amount equal to the lesser of such Bank's Revolving Credit Commitment and such Bank's Revolving Credit Percentage of the principal amount of Revolving Credit Loans specified in the Effective Date Borrowing Notice and (ii) a loan (relative to such Lender, its a "Term Loan") to the Borrower in a principal amount equal to the lesser of its Revolving such Bank's Term Loan Commitment and its such Bank's Percentage of the principal amount of Term Period Commitment AmountLoans specified in the Effective Date Borrowing Notice; provided that to the extent that a Bank has outstanding "Revolving Credit Loans", as defined in the Existing Credit Agreement, the principal amount of the Loans to be funded by each Bank pursuant to the Effective Date Borrowing Notice shall be correspondingly reduced. If the Effective Date Borrowing Notice is given prior to 12:00 noon (Houston, Texas time) on any Business Day, each Bank shall fund its obligation in respect of the Loans requested therein on such Business Day; provided that if the Effective Date Borrowing Notice is given after 12:00 noon (Houston, Texas time) on any Business Day, each Bank shall fund its obligation in respect of the Loans requested therein on the next succeeding Business Day. By not later than 2:00 p.m. (Houston, Texas time) on the borrowing date, each Bank shall make available to the Administrative Agent, at its address referred to in Section 10.3, in immediately available funds, the amount of the Loans to be funded by such Bank. After (and subject to) the Administrative Agent's receipt of such funds and upon satisfaction of the applicable conditions set forth in Article III, the Administrative Agent shall make such Loans available to the Borrower by transferring the amount thereof in immediately available funds for credit to an account (other than a payroll account) maintained by the Borrower at the Administrative Agent, or otherwise as directed by the Borrower. The Effective Date Borrowing Notice shall be irrevocable. The Term Loan Commitment of each Lender described in this Section 2.1.2 is herein referred the Banks to as its "make Term Loans to the Borrower shall terminate upon the earlier to occur of (i) the making of the Term Loan Commitment"on the date provided for in the Effective Date Borrowing Notice and (ii) the close of business on the sixth Business Day following the Effective Date. No amounts paid repaid or prepaid with respect to the on any Term Loans Loan may be reborrowed. LIBO Rate The Term Loans for which the Interest Period shall not have terminated initially be made as of the Revolving Period Commitment Termination Date shall be continued as LIBO Rate Loans for the applicable Interest Period and Base Rate Loans. Thereafter, as provided in Section 2.3(c), the Borrower may elect that the Term Loans shall be continued outstanding as Base Rate Loans after the Revolving Period Commitment Termination Date, unless the Borrower shall have elected otherwise by delivery of a Continuation/Conversion Notice pursuant to Section 2.4; provided that such LIBO Rate Loans which shall have converted to Term Loans shall be in a minimum amount of $5,000,000 and an integral multiple of $1,000,000. Any principal repayments received on the Revolving Period Commitment Termination Date for Revolving Loans not converted into Term Loans shall be applied first to or LIBOR Base Rate Loans and, after Base Rate Loans have been paid in full, to LIBO Rate Loans, unless the Borrower shall have otherwise instructed the Agent in writing. Upon a Lender making such Term Loan, its Term Loan Commitment shall terminate and it shall have no further Commitment to make Loans.