Common use of The Commitments Clause in Contracts

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche an A Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to convert into A Term Loans (as hereinafter defined), on the Restatement Effective Date, Original Term Loans made by such Continuing Bank pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding or (y) such Continuing Bank's A Percentage (immediately after giving effect to the occurrence of the Restatement Effective Date) of the aggregate principal amount of Original Term Loans made by all Original Banks and outstanding on the Restatement Effective Date and/or (B) to make on the Restatement Effective Date a term loan (each such term loaneach, a an "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the BorrowerBorrowers, which Tranche A Term Loans (i) shall shall, at the option of the Borrowers, be made and initially maintained as a single Borrowing of Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than two Borrowings of A Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 60th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to in the succeeding parenthetical (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on a single date, on or after the Restatement Effective Date and on or prior to the fourth Business Day following the Restatement Effective Date and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (ii) shall equal for each Bank, in initial aggregate principal amount, an amount (which, in the case of each Continuing Bank, shall include the principal amount of Loans converted pursuant to clause (A) above) which equals the Tranche A Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Restatement Effective Date a term loan (each such term loaneach, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the BorrowerBorrowers, which Tranche B Term Loans (i) shall shall, at the option of the Borrowers, be made and initially maintained as a single Borrowing of Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than two Borrowings of B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 60th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to in the succeeding parenthetical (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans that are maintained as Eurodollar Loans and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (ii) shall equal for each Bank, in initial aggregate principal amount, an that amount which equals the Tranche B Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii))) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a C Term Loan Commitment severally agrees to make on the Restatement Effective Date a term loan (each, a "C Term Loan" and, collectively, the "C Term Loans") to the Borrowers, which C Term Loans (i) shall, at the option of the Borrowers, be Base Rate Loans or Eurodollar Loans, provided that (A) except as otherwise specifically provided in Section 1.10(b), all Term Loans comprising the same Borrowing shall at all times be of the same Type and (B) no more than two Borrowings of C Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 60th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to in the succeeding parenthetical (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans incurred on or after the Restatement Effective Date that are maintained as Eurodollar Loans and the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing), (ii) shall equal for each Bank, in initial aggregate principal amount, that amount which equals the C Term Loan Commitment of such Bank on the Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(d)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(d)(ii)) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, C Term Loans incurred hereunder may not be reborrowed. (d) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowerBorrowers, which Revolving Loans (i) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than two Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 60th day after the Restatement Effective Date or, if later, the last day of the Interest Period applicable to the second Borrowing of Eurodollar Loans referred to in the succeeding parenthetical (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and provided further that if the first of which Borrowings may only be made on the same date as the initial Borrowing of A Term Loans incurred on or after the Restatement Effective Date or that are maintained as Eurodollar Loans and the three subsequent Business Days, as Base Rate Loans (subject to second of which Borrowings may only be made on the option to convert last day of the Interest Period of the first such Revolving Loans pursuant to Section 1.07Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultan- eously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank at such time and time, (iv) shall not exceed for all Banks at any time outstanding out- standing that aggregate principal amount which, when added to (x) the aggregate amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then at such time, (v) shall not exceed in effectaggregate principal amount on the Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $75,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (de) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal prin- cipal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount at any time outstanding on the Maximum Swingline Amount. BTCo Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $75,000,000, and (vi) shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it the joint and the Borrower to eliminate BTCo's risk with respect to several obligations of each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required BanksBorrowers. (ef) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline time; provided that, in no event shall such Bank be required to make Revolving Loans were madein excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect to any of the BorrowerBorrowers), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans here- under for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche an A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan or term loans (each such term loan, a an "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), A Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall equal be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) for each Bankany Lender, in initial aggregate principal amount, an that amount which equals the Tranche A Term Loan Commitment of such Bank Lender as in effect on the Effective Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b)) and (B) for all Lenders, the Total A Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche B Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan or term loans (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), B Term Loans may only be incurred and maintained as Base Rate Loans or, if Interest Periods of one week are available in accordance with the relevant provisions of Section 1.09, Eurodollar Loans with one-week Interest Periods, (ii) shall equal be incurred pursuant to a single drawing on the Initial Borrowing Date, (iii) shall be denominated in Dollars and (iv) shall not exceed (A) for each Bankany Lender, in initial aggregate principal amount, an that amount which equals the Tranche B Term Loan Commitment of such Bank Lender as in effect on the Effective Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(b3.03(c)) and (B) for all Lenders, the Total B Term Loan Commitment as in effect on the Initial Borrowing Date (after giving effect to any termination thereof pursuant to Section 3.03(a), but before giving effect to the termination thereof on such date pursuant to Section 3.03(c)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) until the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), Revolving Loans may only be incurred and provided further that if made on the Effective Date or the three subsequent Business Days, maintained as Base Rate Loans (subject to or, if Interest Periods of one week are available in accordance with the option to convert such Revolving relevant provisions of Section 1.09, Eurodollar Loans pursuant to Section 1.07)with one-week Interest Periods, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall be denominated in Dollars and (iv) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product sum of such Lender's Revolving Percentage of (yx) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank Lender at such time and (iv) shall not exceed for all Banks Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then at such time. In addition, the Revolving Lenders shall be required to fund, as Revolving Loans, their respective shares of Mandatory Borrowings in effectaccordance with the requirements of Section 1.01(e) hereof. (d) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo the Swingline Lender in its individual capacity agrees to make at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with added to (x) the aggregate principal amount of all Revolving Loans then outstanding outstanding, and (y) the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Total Revolving Loan Commitment on such date), (iv) shall not exceed in the aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Amount and (v) shall not be obligated extended if the Swingline Lender receives a written notice from the Administrative Agent or the Required Lenders (and such notice has not been rescinded) that there is a Default or an Event of Default in existence hereunder. Notwithstanding anything to the contrary contained above, the Swingline Lender shall not be required to make any Swingline Loans at a any time when a Bank Lender Default exists is in existence, unless BTCo the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Lender's risk with respect to each Bankthe Defaulting Lender's (including any or Defaulting Bank'sLenders') participation in such share of Mandatory Borrowings which would be required to be made if said Swingline LoansLoans were to be funded with one or more Borrowings of Revolving Loans pursuant to Section 1.01(e), including by cash collateralizing such Defaulting BankLender's (or Banks' Defaulting Lenders') Revolving Percentage (or Revolving Percentages) of the outstanding such Swingline Loan or Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower Lenders that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks Lenders pro rata based on each Banksuch Lender's Percentage, Revolving Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied paid directly to the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each such Revolving Loan Bank Lender hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after or the Revolving Loan Commitment of any Lender at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan Bank (other than BTCo) Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Lender such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks such Lenders to share in such Swingline Loans ratably based upon their respective Percentages; Revolving Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions condi­tions set forth herein, each Bank Lender with a Tranche A an Initial Term Loan Commitment severally agrees to make on the Effective Date a term loan or term loans (each such term loan, a "Tranche A an “Initial Term Loan" ” and, collectively, the "Tranche A “Initial Term Loans"”) to the Borrower, which Tranche A Initial Term Loans (i) shall be made and initially maintained as incurred pursuant to a single Borrowing drawing on the Effective Date, (ii) shall, at the option of the Borrower, be Base Rate Loans (or, subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); 1.15, Eurodollar Loans, provided that, except as otherwise other­wise specifically provided in Section 1.11(b1.10(b), all Tranche A Initial Term Loans comprising compris­ing the same Borrowing shall at all times be of the same Type, and (iiiii) shall equal for be made by each Bank, such Lender in initial that aggregate principal amount, an amount which equals does not exceed the Tranche A Initial Term Loan Commitment of such Bank Lender on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a))Date. Once repaid, Tranche A Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving revolv­ing loan or revolving loans (each, a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or or, subject to Section 1.15, Eurodollar Loans; , provided that that, except as otherwise specifically specifi­cally provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed at any time in accordance accor­dance with the provisions hereof, (iii) shall not exceed for any Bank such Lender at any time outstanding out­stand­ing that aggregate principal amount which, when added to the product of (yA) such Bank's Adjusted Lender’s Percentage and (zB) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings Outstand­ings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggre­gate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respec­tive incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstand­ing that aggregate princi­pal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstand­ings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggre­gate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then at such time; provided that, notwithstanding anything to the contrary contained above in effectthis clause (iv), in no event shall any Revolving Loans be permitted to be incurred pursuant to this Agreement if after giving effect to the incurrence thereof, the Revolving Exposure would exceed $150,000,000 unless (i) the Senior Subordinated Note Borrowing Base after giving effect to such incurrence of Revolving Loans equals or exceeds the Revolving Exposure after giving effect to such incurrence of Revolving Loans, (ii) at the time of the incurrence of any such Revolving Loans, there is sufficient availability under the dollar basket contained in Section 4.03(xi) of the Senior Subordinated Note Indenture such that the principal amount of such Revolving Loans to be incurred is permitted under such Section 4.03(xi) or (iii) after giving effect to the incurrence of such Revolving Loans, the Interest Coverage Ratio (as defined in, and calculated in accordance with, the Senior Subordinated Note Indenture (for this purpose utilizing the component definitions of such definition of Interest Coverage Ratio in the manner defined in, and calculated in accordance with, the Senior Subordinated Note Indenture)) would be greater than 2.00:1.00, provided further that the immediately preceding proviso shall not be applicable after such time as when the entire principal amount of all outstanding Senior Subordinated Notes has been indefeasibly repaid in full and the Borrower’s and its Restricted Subsidiaries’ obligations under the Senior Subordinated Note Indenture and the other Senior Subordinated Note Documents have been terminated in accordance with the terms thereof. (dc) Subject to and upon the terms and conditions set forth herein, BTCo the Swingline Lender agrees to make make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "“Swingline Loan" ” and, collectively, the "“Swingline Loans")”) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstandingout­standing, when combined with the aggregate principal amount of all Revolving Loans then outstanding out­standing and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount; provided that notwithstanding anything to the contrary contained in preceding clauses (iii) and (iv), in no event shall any Swingline Loans be permitted to be incurred pursuant to this Agreement if after giving effect to the incurrence thereof the Revolving Exposure would exceed $150,000,000 unless (i) the Senior Subordinated Note Borrowing Base after giving effect to such incurrence of Swingline Loans equals or exceeds the Revolving Exposure after giving effect to such incurrence of Swingline Loans, (ii) at the time of the incurrence of any such Swingline Loans, there is sufficient availability under the dollar basket contained in Section 4.03(xi) of the Senior Subordinated Note Indenture such that the principal amount of such Swingline Loans to be incurred is permitted under such Section 4.03(xi) or (iii) after giving effect to the incurrence of such Swingline Loans, the Interest Coverage Ratio (as defined in, and calculated in accordance with, the Senior Subordinated Note Indenture (for this purpose utilizing the component definitions of such definition of Interest Coverage Ratio in the manner defined in, and calculated in accordance with, the Senior Subordinated Note Indenture)) would be greater than 2.00:1.00, provided further that the immediately preceding proviso shall not be applicable after such time as when the entire principal amount of all outstanding Senior Subordinated Notes has been indefeasibly repaid in full and the Borrower’s and its Restricted Subsidiaries’ obligations under the Senior Subordinated Note Indenture and the other Senior Subordinated Note Documents have been terminated in accordance with the terms thereof. BTCo The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Bank Lender Default exists unless BTCo the Swingline Lender has entered into arrangements an arrangement satisfactory to it and the Borrower Borrower, to eliminate BTCo's the Swingline Lender’s risk with respect to each Bank's (including any Defaulting Bank's) participation in the Lender which is the subject of such Swingline LoansLender Default, including by cash collateralizing such Defaulting Bank's or Banks' collat­eralizing the Lender’s Percentage of the outstanding Swingline Loans. BTCo will Notwithstand­ing any­thing to the con­trary contained in this Section 1.01(c), the Swingline Lender shall not make a any Swingline Loan after it has received written notice from the Borrower or the Required Banks Lenders stating that a Default or an Event of Default exists and is continuing until such time as BTCo (A) the Swingline Lender shall have received a written notice of (i) of rescission of all such notice notices from the party or parties originally delivering the same such notice, or (ii) a of the waiver of such Default or Event of Default from by the Required BanksLenders or (B) the Administrative Agent in good faith believes that such Default or Event of Default has ceased to exist. (ed) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Lenders with Revolving Loan Banks and the Borrower Commitments that all its outstanding Swingline Loans shall be funded funded with a Borrowing one or more Borrowings of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting consti­tut­ing Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Revolving Loan Banks such Lenders pro rata based on each Bank's Percentage, such Lender’s Percentage (deter­mined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each Revolving Loan Bank such Lender hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's ’s notice pursuant pur­suant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Minimum Borrowing pursuant to Section 1.03 Amount otherwise required hereunder, (ii) whether any conditions specified speci­fied in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing Bor­rowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement commence­ment of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan Bank (other than BTCo) such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Lender such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks such Lenders to share in such Swingline Loans ratably based upon their respective Percentages; Percentages (determined before giving effect to any termination of the Total Revolving Loan Commitment pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of purchasepayment for such partici­pation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise appli­cable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (z) whenever the Swingline Lender receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Lender shall pay to the Lenders which acquired such participation an amount equal to such Lenders’ share in such Swingline Loan. (e) Subject to Section 1.13, the other terms and conditions set forth herein and the relevant Incremental Commitment Agreement, each Lender with an Incremental Term Loan Commitment severally agrees to make a term loan or term loans (each, an “Incremental Term Loan” and, collectively, the “Incremental Term Loans”) to the Borrower, which Incremental Term Loans: (1) only may be incurred on one or more Incremental Term Loan Borrowing Dates (which dates, in any event (x) shall not be earlier than the Syndication Date and (y) shall not be later than the Revolving Loan Maturity Date);

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that that, (A) except as otherwise specifically provided in Section 1.11(b1.10(b), -------- all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than three Borrowings of Revolving Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 90th day after the Effective Date or, if an Interest Period relating to any then outstanding Revolving Loans beginning before such 90th day extends thereafter, the last day of such Interest Period, and provided further (2) the date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that if the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Effective Date or same day as the three subsequent Business Days, as Base Rate Loans (subject to first day of the option to convert such first Interest Period of the Revolving Loans pursuant to Section 1.07that are maintained as Eurodollar Loans, and the second and third of which Borrowings may only be made on the last day of the immediately preceding Interest Period), (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (yA) such Bank's Adjusted Percentage and (zB) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incur rence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the aggregate amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then in effectat such time. (db) Subject to and upon the terms and conditions set forth herein, BTCo the Swingline Bank agrees to make make, at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo the Swingline Bank has entered into arrangements an arrangement satisfactory to it and the Borrower Borrower, to eliminate BTCothe Swingline Bank's risk with respect to each Bank's (including any Defaulting Bank's) participation in the Bank which is the subject of such Swingline LoansBank Default, including by cash collateralizing such Defaulting the Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will Notwithstanding anything to the contrary contained in this Section 1.01(b), the Swingline Bank shall not make a any Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is con- tinuing until such time as BTCo the Swingline Bank shall have received a written notice of (i) of rescission of all such notice notices from the party or parties originally delivering the same or such notice, (ii) a of the waiver of such Default or Event of Default from by the Required BanksBanks or (iii) that the Agents in good faith believe that such Default or Event of Default has ceased to exist. (ec) On any Business Day, BTCo the Swingline Bank may, in its sole discretiondis cretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing one or more Borrowings of Revolving Loans (provided that each such notice -------- shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each such Bank's Percentage, Percentage --- ---- (determined before giving effect to any termination of the Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Minimum Borrowing pursuant to Section 1.03 Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement commence ment of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Manda tory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Bank such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Percentages (determined before giving effect to any termination of the Total Commitment pursuant to the last paragraph of Section 10), provided that (x) all -------- interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date, (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of purchasepayment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter and (z) whenever the Swingline Bank receives a payment in respect of a Swingline Loan in which such a participation has been purchased, the Swingline Bank shall pay to the Banks which acquired such participation on amount equal to such Banks' share in such Swingline Loan. (d) Notwithstanding the foregoing, no Loan may be incurred, or Letter of Credit issued, if after giving effect to the incurrence of such Loans or the issuance of such Letter of Credit, the sum of the outstanding aggregate principal amount of the Loans and the aggregate amount of the Letter of Credit Outstandings would exceed $200,000,000, unless the Specific Borrowing Conditions are satisfied on the date thereof.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Second Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowerBorrowers, which Revolving Loans (i) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than one Borrowing of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day after the Second Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and provided further that if may only be made on the Second Restatement Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07Date), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding Out- standings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank at such time and time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then at such time, (v) shall not exceed in effectaggregate principal amount on the Second Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $400,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (db) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Second Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed at any time outstanding the Maximum Swingline Amount, (v) shall not exceed in aggregate principal amount at any time outstanding on the Maximum Swingline Amount. BTCo Second Restatement Effective Date, when added to the aggregate principal amount of Revolving Loans incurred on such date, an amount equal to $400,000,000, and (vi) shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it the joint and the Borrower to eliminate BTCo's risk with respect to several obligations of each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required BanksBorrowers. (ec) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline time; provided that, in no event shall such Bank be required to make Revolving Loans were madein excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect to any of the BorrowerBorrowers), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) (i) On the Closing Date, certain Lenders made Initial Term Loans to the Borrowers, which Initial Term Loans (i) were incurred by the Borrowers pursuant to a single drawing on the Closing Date, (ii) were denominated in U.S. Dollars, (iii) were and shall be, except as hereinafter provided, at the option of the Lead Borrower, incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Term Loans or LIBO Rate Term Loans, provided that except as otherwise specifically provided in Section 2.10(b), all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type. (a) Subject to and upon the terms and conditions set forth herein, and in Amendment No. 1, each Bank Lender with a Tranche A an Initial Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A an Initial Term Loan" and, collectively, the "Tranche A Loan or Initial Term Loans") Loans to the BorrowerBorrowers, which Tranche A Initial Term Loans (i) shall be made and initially maintained as incurred by the Borrowers pursuant to a single Borrowing drawing on the ClosingAmendment No. 1 Effective Date, (ii) shall be denominated in U.S. Dollars, (iii) shall except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into, one or more Borrowings of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); or LIBO Rate Term Loans, provided that, that except as otherwise specifically provided in Section 1.11(b2.10(b), all Tranche A Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiv) shall equal for be made by each Bank, such Lender in initial that aggregate principal amount, an amount which equals does not exceed the Tranche A Initial2017 Additional Term Loan Commitment of such Bank Lender on the ClosingAmendment No. 1 Effective Date (before giving effect to any reductions thereto on such date the termination thereof pursuant to Section 3.03(a4.02(a)). Once repaid, Tranche A Initial Term Loans incurred hereunder may not be reborrowed. All Borrowers shall be jointly and severally liable as borrowers for all Term Loans regardless of which Borrower receives the proceeds thereof. (b) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche B an Incremental Term Loan Commitment from time to time severally agrees to make on the Effective Date a term loan loans (each such term loaneach, a "Tranche B an “Incremental Term Loan" ” and, collectively, the "Tranche B “Incremental Term Loans"”) to the BorrowerBorrowers, which Tranche B Incremental Term Loans (i) shall be made and initially maintained as incurred pursuant to a single drawing on the applicable Incremental Term Loan Borrowing Date, (ii) shall be denominated in U.S. Dollars, (iii) shall, except as hereinafter provided, at the option of the Lead Borrower, be incurred and maintained as, and/or converted into one or more Borrowings of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07)or LIBO Rate Term Loans; provided that, except as otherwise specifically provided in Section 1.11(b), that all Tranche B Incremental Term Loans comprising of a given Tranche made as part of the same Borrowing shall at all times be consist of Incremental Term Loans of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks any such Incremental Term Loan Lender at any time outstanding that aggregate principal amount whichof any incurrence thereof, when added the Incremental Term Loan Commitment of such Incremental Term Loan Lender for such Tranche (before giving effect to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at termination thereof on such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder4.02(b)). Once repaid, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Incremental Term Loans were made. In the event that any Mandatory Borrowing canmay not for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchasereborrowed.

The Commitments. (a) Subject to to, and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a single term loan (each such term loaneach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans Loans: (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Base Rate Loans pursuant to Section 1.072.06); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and and (ii) shall equal not exceed for each any Bank, in initial aggregate principal amount, an that amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b4.03(b)(i) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b4.03(b)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (cb) Subject to to, and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, agrees at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans Loans: (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b2.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), ; (ii) may be repaid and reborrowed in accordance with the provisions hereof, ; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of of, Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and time; and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the lesser of (a) the Borrowing Base then in effect and (b) the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make agrees: (A) that, on the Restatement Effective Date, each Bank's pro rata --- ---- share of $50,000,000 of Original Revolving A Loans made by such Bank and, in the case of BTCo, $5,000,000 of Original Revolving B Loans made by BTCo, in each case to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date shall constitute a Borrowing of term loan loans hereunder to the Borrower (each such term loan, a "Tranche A Term Loan" and, collectivelyas so constituted, the "Tranche A Term Loans", and each an "A Term Loan") in an aggregate principal amount for each such Bank as is equal to that amount set forth opposite such Bank's name on Schedule I directly below the column entitled "A Term Loans", provided, that all A -------- Term Loans made by all Banks pursuant to the Borrowersame Borrowing shall, which Tranche unless otherwise specifically provided herein, consist entirely of A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (bB) Subject to and upon the terms and conditions set forth hereinthat, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Restatement Effective Date, the balance of the Original Revolving B Loans made by BTCo to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date (i.e., those Original Revolving B Loans that have not been constituted as A Term Loans pursuant to clause (A) above) shall constitute a Borrowing of term loan loans hereunder (each such term loan, a "Tranche B Term Loan" and, collectivelyas so constituted, the "Tranche B Term Loans", and each a "B Term Loan") in an aggregate principal amount for BTCo as is equal to that amount set forth opposite BTCo's name on Schedule I directly below the Borrowercolumn entitled "B Term Loans", which Tranche provided, that all B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject by all -------- Banks pursuant to the option to convert such Tranche same Borrowing shall, unless otherwise specifically provided herein, consist entirely of B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (cC) Subject (x) that, on the Restatement Effective Date, the balance of the Original Revolving A Loans made by such Bank to the Borrower pursuant to the Original Credit Agreement and upon outstanding on the terms and conditions set forth hereinRestatement Effective Date (i.e., each Bank those Original Revolving A Loans that have not been constituted ---- as A Term Loans pursuant to clause (A) above) shall constitute a Borrowing of revolving loans hereunder to the Borrower (as so constituted, together with a Revolving Loan Commitment any revolving loans made on or after the Restatement Effective Date pursuant to clause (y) below, the "Revolving Loan BanksLoans", and each a "Revolving Loan"), and (y) severally agrees, at any time and from time to time make on and after the Restatement Effective Date and prior to the Final Maturity Date (but after giving effect to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans Loans described in the preceding clause (each, a "x)) additional Revolving Loan" and, collectively, the "Revolving Loans") Loans to the Borrower, all of which Revolving Loans pursuant to this clause (C): (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that that, except as otherwise specifically -------- provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), ; (ii) may be repaid and reborrowed in accordance with the provisions hereof, ; (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time; and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then in effectat such time. (db) Subject to and upon the terms and conditions set forth herein, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans Loans: (i) shall be made and maintained as Base Rate Loans, ; (ii) may be repaid and reborrowed in accordance with the provisions hereof, ; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date); and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (ec) On any Business Day, BTCo may, in its sole discretion, give notice to the Banks with Revolving Loan Banks and the Borrower Commitments that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan such Banks pro rata based on each such Bank's Percentage, --- ---- Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective PercentagesAdjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided provided, that (x) -------- all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche A Term Loan A Commitment severally agrees to make make, on the Effective Date Date, a term loan (each such term loaneach, a "Tranche A Term LoanLoan A" and, and collectively, the "Tranche A Term LoansLoans A") to the Borrower, which Tranche A Term Loans A (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans A pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Lender in that initial aggregate principal amount, an amount which equals as is equal to the Tranche Term Loans A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto Lender on such date pursuant to Section 3.03(a))date. Once repaid, Tranche A Term Loans incurred hereunder A may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Tranche B Term Loan B Commitment severally agrees to make make, on the Effective Date Date, a term loan (each such term loaneach, a "Tranche B Term LoanLoan B" and, collectively, the "Tranche B Term Loans B" and, together with Term Loans A, the "Term Loans") to the Borrower, which Tranche B Term Loans B (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans B pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Lender in that initial aggregate principal amount, an amount which equals as is equal to the Tranche Term Loans B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto Lender on such date pursuant to Section 3.03(b))date. Once repaid, Tranche B Term Loans incurred hereunder B may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank Lender with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan RL Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, and (iii) shall not exceed for any Bank Lender at any time outstanding that aggregate principal amount which, when added to the product of (yx) such BankLender's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Total respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Lender at such time and (iv) shall not exceed for all Lenders at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then in effectoutstanding, equals the Revolving Loan Commitment at such time. (d) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo the Swingline Lender in its individual capacity agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Revolving Loan Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline AmountAmount and (v) shall not be extended if the Swingline Lender receives a written notice from any Agent or the Required Lenders that has not been rescinded that there is a Default or an Event of Default in existence hereunder. BTCo The Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Bank Lender Default exists unless BTCo the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Lender's risk with respect to each Bankthe Defaulting Lender's (including any Defaulting Bank's) or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting BankLender's or BanksLenders' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo the Swingline Lender may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower other Lenders that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Lenders with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each BankLender's Percentage, Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay BTCo the Swingline Lender for such outstanding Swingline Loans. Each Revolving Loan Bank such Lender hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan Bank (other than BTCo) such Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Lender such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks such Lenders to share in such Swingline Loans ratably based upon their respective Percentages; Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Lender until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (iiiii) shall equal for be made by each Bank, such Bank in initial that aggregate principal amount, an amount which equals does not exceed the Tranche A Term Loan Commitment of such Bank on the Effective Initial Borrowing Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(a3.03(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Revolving Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agreesmake, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted RL Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with 3 the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then in effectat such time. (dc) Subject to and upon the terms and conditions set forth herein, BTCo the Swingline Bank agrees to make make, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect at such time and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Notwithstanding anything to the contrary contained in this Section 1.01(c), (x) the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Bank's risk with respect to each the Defaulting Bank's (including any Defaulting Bank's) or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. BTCo will Loans and (y) the Swingline Bank shall not make a any Swingline Loan after it has received written notice from the Borrower Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo the Swingline Bank shall have received a written notice (I) of (i) rescission of all such notice notices from the party or parties originally delivering the same such notice or (iiII) a of the waiver of such Default or Event of Default from by the Required Banks. (ed) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Revolving Loan Banks and RL B▇▇▇▇ ▇▇▇t the Borrower that all Swingline Bank's outstanding Swingline Loans shall be funded funded with a Borrowing one or more Borrowings of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro RL B▇▇▇▇ ▇▇▇ rata based on each RL Bank's Percentage, RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan RL Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Minimum Borrowing pursuant to Section 1.03 Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.date

The Commitments. (a) Subject to and upon the terms and conditions set forth hereinin the Existing Credit Agreement, each Existing Bank with a Tranche A Term Loan Commitment pursuant to the Existing Credit Agreement severally agrees agreed to make make, on the Third Restatement Effective Date Date, a term loan or term loans (each such term loan, a "Tranche A Term Loan" and, collectively, and collectively the "Tranche A Term Loans") to the BorrowerBorrowers, which Tranche A Term Loans (i) shall are outstanding on the Fourth Restatement Effective Date in the principal amounts for the various Banks as set forth opposite their names under the heading "Outstanding Principal Amount of Term Loans" in Schedule I hereto, (ii) shall, at the option of the Borrowers, be made and initially maintained as a single Borrowing of Base Rate Loans or Eurodollar Loans (subject with any Interest Periods applicable thereto immediately before the occurrence of the Fourth Restatement Effective Date to continue to be applicable thereto until the option to convert such Tranche A Term Loans pursuant to Section 1.07expiration thereof); , provided that, that except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiii) shall equal for constitute joint and several obligations of each of the Borrowers. The aggregate outstanding principal amount of Term Loans of each Bank, as at the date provided in initial aggregate principal amountSchedule I, an amount which equals is accurately set forth in Schedule I. The Term Loans of each Bank outstanding immediately prior to the Tranche A Term Loan Commitment of such Bank on the Fourth Restatement Effective Date (before shall remain outstanding after giving effect to any reductions thereto on such date pursuant to Section 3.03(a))the occurrence of the Fourth Restatement Effective Date, and shall in no way be affected as a result of the occurrence of the Fourth Restatement Effective Date. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Third Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowerBorrowers, which Revolving Loans (i) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or Eurodollar Loans; , provided that except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time, and (v) shall be the joint and several obligations of each of the Borrowers. On and immediately after the occurrence of the Fourth Restatement Effective Date, the Revolving Loan Commitment for each Bank shall be the amount set forth opposite such Bank's name in Schedule I hereto directly below the column entitled "Revolving Loan Commitment" (as same may be (x) reduced from time to time pursuant to Sections 3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result of assignments to or from such Bank pursuant to Section 1.13 or 13.04(b)), such that the Total Revolving Loan Commitment (as of the Fourth Restatement Effective Date) shall represent an increase of $125,000,000 over the Total Revolving Loan Commitment as in effect immediately before the occurrence of the Fourth Restatement Effective Date. In connection with such increase, on the Fourth Restatement Effective Date the Borrowers shall repay in full all Revolving Loans then outstanding (although Revolving Loans may be incurred hereunder on the Fourth Restatement Effective Date in effectaccordance with the provisions hereof, so that the Banks participate in each Borrowing of outstanding Revolving Loans pro rata on the basis of their Revolving Loan Commitments (as in effect on the Fourth Restatement Effective Date) as provided herein), it being understood and agreed that the Borrowers shall jointly and severally pay all breakage or similar costs of the type described in Section 1.11 incurred by the Banks in connection with any repayment or reborrowing of Revolving Loans. (dc) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Third Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Amount and (v) shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it the joint and the Borrower to eliminate BTCo's risk with respect to several obligations of each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required BanksBorrowers. (ed) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline time; provided that, in no event shall such Bank be required to make Revolving Loans were madein excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect to any of the BorrowerBorrowers), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Initial Borrowing Date and on the DVI Payment Date (so long as the DVI Payment Date occurs prior to the Term Loan Commitment Termination Date), a term loan (each such term loaneach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07)or Eurodollar Loans; provided that, that (x) except as otherwise specifically provided in -------- Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall equal not exceed for each any Bank, in initial aggregate principal amount, an that amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i), 3.03(b)(iii) and 3.03(b)(v) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii) and 3.03(b)(iv)) less such Bank's Term Loan Commitment Percentage of the Blocked Commitment; provided, -------- however that Term Loans made after the Initial Borrowing Date shall be made from ------- the Blocked Commitment for each Bank and shall be in an amount equal to such Bank's Term Loan Commitment Percentage of the Blocked Commitment. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. In addition, on the Restatement Effective Date, the Borrower and Banque Paribas agree that $2 million of the Acquisition Loans which had been made pursuant to the Original Credit Agreement prior to the Restatement Effective Date shall be deemed automatically converted into an additional Borrowing of Term Loans. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term an Acquisition Loan Commitment severally agrees to make on make, at any time and from time to time after the Effective Acquisition Loan Commencement Date and prior to the Acquisition Loan Termination Date, a term loan or loans (each such term loan, a an "Tranche B Term Acquisition Loan" and, collectively, the "Tranche B Term Acquisition Loans") to the Borrower, which Tranche B Term Acquisition Loans (i) shall shall, at the option of the Borrower, be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07)or Eurodollar Loans; provided that, that (x) except as otherwise specifically -------- provided in Section 1.11(b1.10(b), all Tranche B Term Acquisition Loans comprising the same Borrowing shall at all times be of the same Type, Type and (y) no Eurodollar Loans may be incurred prior to the Syndication Termination Date and (ii) shall equal not exceed for each any Bank, in initial aggregate principal amount, an that amount which equals the Tranche B Term Acquisition Loan Commitment of such Bank on the Effective Date at such time (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b3.03(c)(i) or Section 3.03(c)(ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(iii)). Once repaid, Tranche B Term Acquisition Loans incurred hereunder may not be reborrowed; provided, however that the $2 million of -------- ------- Acquisition Loans converted to Term Loans or Revolving Loans in accordance with the next succeeding sentence and any Acquisition Loans repaid in accordance with Section 4.02(A)(e)(i) from the proceeds of the initial public offering of common equity of Holdings shall be permitted to be reborrowed. After giving effect to the conversion of $2 million of the Acquisition Loans to Term Loans in accordance with Section 1.01(a) on the Restatement Effective Date, Acquisition Loans in an amount set forth on Part B of Schedule I shall be outstanding on the Restatement Effective Date. No Acquisition Loans may be incurred on the Restatement Effective Date. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, agrees at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that (x) except as otherwise specifically provided in Section 1.11(b1.10(b), -------- all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, Type and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate (y) no Eurodollar Loans (subject may be incurred prior to the option to convert such Revolving Loans pursuant to Section 1.07)Syndication Termination Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) and (II) the aggregate principal amount of all Swingline Loans then outstanding (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans), equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time that aggregate principal amount which, when added to the aggregate principal amount of all Swingline Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings at such time, equals the Total Revolving Loan Commitment then in effectBorrowing Base at such time. (d) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo the Swingline Bank agrees to make at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, each a "Swingline Loan," and, and collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, ; (ii) may be repaid and reborrowed in accordance with the provisions hereof, ; (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of (x) all Revolving Loans then outstanding and the (y) all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time), an amount equal to the lesser of (A) the Total Revolving Loan Commitment then in at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date) and (B) the Borrowing Base at such time; and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo The Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Bank's risk with respect to each the Defaulting Bank's (including any Defaulting Bank's) or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will The Swingline Bank shall not make a any Swingline Loan after it has received receiving a written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo the Swingline Bank shall have received a written notice of (i) rescission of all such notice notices from the party or parties originally delivering the same or such notice, (ii) a the waiver of such Default or Event of Default from by the Required Banks, (iii) the Agent in good faith believes that such Default or Event of Default has ceased to exist or (iv) the consent of the Required Banks to make Swingline Loans notwithstanding the existence of such Default or Event of Default. (e) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (Loans, provided that each such notice shall be deemed to have -------- been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by from all Banks with a Revolving Loan Banks Commitment (without giving effect to any terminations and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, the --- ---- basis of their respective Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo the Borrower on or after such date and prior to such purchase) from the Swingline Bank (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective PercentagesPercentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last para graph of Section 10); provided that (x) all interest payable on the Swingline Loans shall -------- be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans here under for each day thereafter. (i) Each New Bank shall purchase by assignment and assumption from Banque Paribas on the Restatement Effective Date (without recourse to, representation or warranty by (other than as expressly provided in this Section 1.01(f)), Banque Paribas), outstanding Loans made by Banque Paribas to the Borrower pursuant to the Original Credit Agreement, with each New Bank to purchase Loans in an aggregate principal amount so that after giving effect to all such assignments the outstanding principal amount of Loans of each Bank under each facility shall be as set forth on Part B of Schedule I. Each of the Banks hereby further agree that such assignments shall be effected on the Restatement Effective Date as a result of the New Banks making to Agents for the account of Banque Paribas payments in an amount equal to the total outstanding amount of Loans of such Bank as set forth on Part B of Schedule I. (ii) (x) on the Restatement Effective Date all accrued (but theretofore unpaid) interest with respect to all outstanding Loans under the Original Credit Agreement immediately prior to the Restatement Effective Date shall be paid by the Borrower and (y) all Fees under, and as defined in, the Original Credit Agreement (including, without limitation, Commitment Commissions (as defined in the Original Credit Agreement)) accrued prior to the Restatement Effective Date shall be paid on the Restatement Effective Date by the Borrower. (iii) Banque Paribas hereby represents and warrants to each New Bank purchasing Loans from Banque Paribas by way of assignment pursuant to this Section that it is the legal and beneficial owner of such Loans being assigned by it under this Section to such New Bank and that such Loans are free and clear of any adverse claim with respect to its legal and beneficial ownership thereof.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to make convert into Term Loans (each, a "Term Loan Conversion", and collectively, the "Term Loan Conversions") on the Restatement Effective Date, the Original Term Loans made by such Continuing Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the aggregate principal amount of such Original Term Loans made by such Continuing Bank and so outstanding and/or (B) to make, (I) on the Restatement Effective Date and (II) on a 9 single date occurring after the Restatement Effective Date and on or prior to the Term Loan Availability Termination Date (each date upon which Term Loans are made, a "Term Loan Borrowing Date"), a term loan or term loans (together with each such term loanTerm Loan Conversion each, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) made or converted on the Restatement Effective Date, shall not exceed for any Bank, that amount which equals such Bank's TL Percentage of the aggregate principal amount of Term Loans incurred on such date, (ii) made on either Term Loan Borrowing Date, shall, at the option of the Borrower, be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (iiiii) made on either Term Loan Borrowing Date, shall equal not exceed for each any Bank, in initial aggregate principal amountamount for the Term Loans being made by such Bank on any such Term Loan Borrowing Date, an that amount which equals the Tranche A remaining Term Loan Commitment Commitment, if any, of such Bank as in effect on the Effective such Term Loan Borrowing Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i) or (ii), but after giving effect to (x) any reductions thereto on or prior to such date pursuant to Section 3.03(b)(iii) and (y) the Term Loan Conversions referred to in clause (A) above). Once repaid, Tranche A Term Loans incurred borrowed hereunder may not be reborrowed. Notwithstanding anything to the contrary contained above, the aggregate amount of Term Loans incurred on the Restatement Effective Date shall not exceed $155,000,000. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Revolving Loan Commitment severally agrees agrees, (A) in the case of each Continuing Bank, to make on the Effective Date a term loan convert into Revolving Loans (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan BanksConversion", and together the "Revolving Loan Conversions"), on the Restatement Effective Date, Original Revolving Loans made by such Continuing Bank to the Borrower pursuant to the Original Credit Agreement and outstanding on the Restatement Effective Date in an aggregate principal amount equal to the lesser of (x) severally agrees, the aggregate principal amount of such Original Revolving Loans made by such Continuing Bank and so outstanding and (y) such Continuing Bank's Adjusted RL Percentage of the aggregate principal amount of Revolving Loans made by all Banks and outstanding on the Restatement Effective Date and/or (B) at any time and from time to time on and after the Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (together with each Revolving Loan Conversion each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Third Restatement Effective Date Date, a term loan or term loans (each such term loan, a "Tranche A Term Loan" and, collectively, and collectively the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall shall, at the option of the Borrowers, be made and initially maintained as a single Borrowing of Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than one Borrowing of Term Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowing of Eurodollar Loans may only have an Interest Period of one month, and may only be made on the Third Restatement Effective Date), (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche A Term Loan Commitment of such Bank on the Third Restatement Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii))) and (iii) shall be joint and several obligations of each of the Borrowers. Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Third Restatement Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the BorrowerBorrowers, which Revolving Loans (i) shall, at the option of the BorrowerBorrowers, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) no more than five Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred or maintained prior to the 30th day after the Third Restatement Effective Date (which Borrowings of Eurodollar Loans, except as set forth in Section 1.09(viii), may only have an Interest Period of one month, and provided further that if may only be made on the Third Restatement Effective Date or Date) and, in the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such case of any Existing Revolving Loans pursuant to that continue as set forth in Section 1.075.15(ii), on the date the Interest Periods applicable thereto shall end as set forth in Section 1.09(viii), (ii) may be repaid and reborrowed rebor- rowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultane- ously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time, (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the aggregate amount of all Letter of Credit Outstandings (exclu- sive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then at such time, (v) shall not exceed in effectaggregate principal amount on the Third Restatement Effective Date, when added to the aggregate principal amount of Swingline Loans incurred on such date, an amount equal to $348,000,000 and (vi) shall be the joint and several obligations of each of the Borrowers. (dc) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo in its individual capacity agrees to make at any time and from time to time on and after the Third Restatement Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrowers, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non- Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) Outstand- ings at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Amount and (v) shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it the joint and the Borrower to eliminate BTCo's risk with respect to several obligations of each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required BanksBorrowers. (ed) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section Sec- tion 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to BTCo to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding that (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline time; provided that, in no event shall such Bank be required to make Revolving Loans were madein excess of such Bank's Revolving Loan Commitment. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitationlimita- tion, as a result of the commencement of a proceeding under the Bankruptcy Bank- ruptcy Code in with respect to any of the BorrowerBorrowers), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from BTCo (without recourse or warranty) such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Adjusted Percentages (determined before giving effect to any termina- tion of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay BTCo interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (aA) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A an Initial Term Loan Commitment severally agrees to make make, on the Effective Date Date, a term loan or term loans (each such term loan, a an "Tranche A Initial Term Loan" and, collectively, the "Tranche A Initial Term Loans") to the Borrower, which Tranche A Initial Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); or Eurodollar Loans, provided that, except as otherwise specifically -------- provided in Section 1.11(b1.10(b), all Tranche A Initial Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal not exceed for each any such Bank, in initial aggregate principal amount, an that amount which equals the Tranche A Initial Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(a2.03(b)). (B) Subject to and upon the terms and conditions set forth herein, each Bank with an Additional Term Loan Commitment severally agrees to make, on each Additional Term Loan Borrowing Date, a term loan or term loans (each such term loan, an "Additional Term Loan" and, collectively, the "Additional Term Loans") to the Borrower, which Additional Term Loans (i) shall be made as provided in Section 1.14 and (ii) shall be made by each such Bank in that aggregate principal amount which equals the Additional Term Loan Commitment of such Bank on each such date (before giving effect to the termination thereof on each such date pursuant to Section 2.03(c)). Once repaid, Tranche A Term Loans incurred hereunder (including any Term Loans made pursuant to Section 1.01(c)) may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Revolver Conversion Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that that, -------- except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed at any time in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, equals the Total Revolving Loan Commitment then in effectat such time. (dc) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make the Borrower and each Bank with a Revolving Loan Commitment agree that, at any time and from time to time 9:00 A.M. (New York time) on and after the Effective Revolver Conversion Date and prior so long as the Final Maturity Date has been extended pursuant to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectivelySection 1.15, the "Swingline Loans"aggregate principal amount of Revolving Loans owing to such Bank and outstanding at such time shall (unless such Revolving Loans have been declared (or have become) due and payable pursuant to this Agreement), which Swingline without any notice or action by any party hereto, automatically convert to and thereafter constitute Term Loans (i) shall be owing to such Bank hereunder. The Term Loans of any such Bank made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iiipursuant to this Section 1.01(c) shall not exceed in aggregate initial principal amount at for any time outstanding, when combined with such Bank that amount which equals the aggregate principal amount of all Revolving Loans then owed to such Bank and outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating immediately prior to Letters of Credit which are repaid with the proceeds of, and simultaneously such conversion. In connection with the incurrence ofof Term Loans pursuant to this Section 1.01(c), the respective incurrence Banks hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent shall take all such actions as may be necessary to ensure that all Banks with outstanding Term Loans (including Term Loans made pursuant to this Section 1.01(c)) participate in each Borrowing of Swingline outstanding Term Loans or Revolving on a pro rata basis (including by having the --- ---- Term Loans incurred pursuant to this Section 1.01(c) spread out over the then outstanding Borrowings of Term Loans on a pro rata basis even though as a result --- ---- thereof the new Term Loans incurred pursuant to this Section 1.01(c) may effectively have a shorter Interest Period than the then existing Term Loans), and it is hereby agreed that to the extent the Term Loans that are incurred pursuant to this Section 1.01(c) at are spread out over the then outstanding Borrowings of Term Loans, the Banks that have made such time, Term Loans pursuant to this Section 1.01(c) shall be entitled to receive an amount effective interest rate on such Term Loans equal to the Total Revolving Loan Commitment then Eurodollar Rate as in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding two Business Days prior to the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline incurrence of such Term Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and plus the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage then Applicable Margin until the end of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banksthen respective current Interest Periods. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A A-1 Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan or term loans (each such term loan, a "Tranche A A-1 Term Loan" and, collectively, the "Tranche A A-1 Term Loans") to the Borrower, which Tranche A A-1 Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of and/or converted into Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A A-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche A A-1 Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Tranche A A-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B A-2 Term Loan Commitment severally agrees to make make, from time to time on or after the Effective Initial Borrowing Date and on or prior to the Tranche A-2 Term Loan Commitment Termination Date, a term loan or term loans (each such term loan, a "Tranche B A-2 Term Loan" and, collectively, the "Tranche B A-2 Term Loans") to the Borrower, which Tranche B A-2 Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of and/or converted into Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); or Eurodollar Loans, provided that, except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche B A-2 Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (ii) made by each Bank on a given Tranche A-2 Term Loan Borrowing Date shall equal for each Banknot exceed, in initial aggregate principal amount, an the amount which equals the of such Bank's Tranche B A-2 Term Loan Commitment of on such Bank on the Effective Date date (before giving effect to any reductions thereto pursuant to Section 3.03(b)(i) or (ii) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(bSections 3.03(b)(iii)). Once repaid, Tranche B A-2 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Tranche A-3 Term Loan Commitment ("Revolving Loan Banks") severally agreesagrees to make, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Initial Borrowing Date, a loan or loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans"), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.,

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan (each such term loaneach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche A Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan (each such term loaneach, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche B Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, Type and provided further that if made on the Effective Date or the three subsequent Business Days, (B) no Revolving Loans maintained as Base Rate Eurodollar Loans (subject may be incurred prior to the option to convert such Revolving Loans pursuant to Section 1.07)earlier of (1) the 14th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (x) the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (y) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment then in effectat such time. (d) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Amount and (v) shall not be obligated to make any extended if the Swingline Loans at Bank receives a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower any Agent or the Required Banks stating that has not been rescinded that there is a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banksin existence hereunder. (e) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Revolving Loan other Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Bank such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make on the Effective Date a term loan or term loans (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall only may be made incurred by the Borrower on the Initial Borrowing Date, (ii) shall, at the option of the Borrower, be incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and the first of which Borrowings may only be made on the Initial Borrowing Date or on or prior to the sixth Business Day after the Initial Borrowing Date, the second of which Borrowings may only be made on the last day of the Interest Period of the first such Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing) and (iiiii) shall equal for be made by each Bank, such Bank in initial that aggregate principal amount, an amount which equals does not exceed the Tranche A Term Loan Commitment of such Bank on the Effective Initial Borrowing Date (before giving effect to any reductions thereto the termination thereof on such date pursuant to Section 3.03(a3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (cA) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agreesagrees to make, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, each a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) unless the Agent has determined (and has notified the Borrower) that the Syndication Date has occurred (at which time this clause (B) shall no longer be applicable), no more than three Borrowings of Revolving Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Effective Date (each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, and provided further that if the first of which Borrowings may only be made on the Effective Date or same day as the three subsequent Business Daysfirst day of the first Interest Period of the Term Loans that are maintained as Eurodollar Loans, as Base Rate Loans (subject to the option to convert second of which Borrowings may only be made on the last day of the Interest Period of the first such Revolving Loans pursuant to Section 1.07Borrowing and the third of which Borrowings may only be made on the last day of the Interest Period of the second such Borrowing), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any such Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted RL Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all such Banks at any time outstanding that aggregate principal amount which, when added to the sum of (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time. Notwithstanding anything to the contrary contained in this Agreement, no more than $9,000,000 of Revolving Loans in the aggregate may be incurred on the Initial Borrowing Date. (B) Revolving Loans may not be incurred as Acquisition Loans if after giving effect thereto the aggregate outstanding principal amount of Acquisition Loans would exceed the Acquisition Sub-Limit then in effect. Except to the extent made pursuant to a Mandatory Borrowing, Revolving Loans may not be incurred as Working Capital Loans if after giving effect thereto the aggregate outstanding principal amount of Working Capital Loans would exceed the Working Capital Sub-Limit then in effect. (dc) Subject to and upon the terms and conditions set forth herein, BTCo the Swingline Bank agrees to make make, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect at such time, and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Notwithstanding anything to the contrary contained in this Section 1.01(c), (x) the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Bank's risk with respect to each the Defaulting Bank's (including any Defaulting Bank's) or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' RL Percentage of the outstanding Swingline Loans. BTCo will Loans and (y) the Swingline Bank shall not make a any Swingline Loan after it has received written notice from the Borrower Borrower, any other Credit Party or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo the Swingline Bank shall have received a written notice (I) of (i) rescission of all such notice notices from the party or parties originally delivering the same such notice or (iiII) a of the waiver of such Default or Event of Default from by the Required Banks. (ed) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Banks with Revolving Loan Banks and Commitments that the Borrower that all Swingline Bank's outstanding Swingline Loans shall be funded funded with a Borrowing one or more Borrowings of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing one or more Borrowings of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any termination thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Percentage, RL Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly by the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Minimum Borrowing pursuant to Section 1.03 Amount otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Bank such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; RL Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan (each such term loaneach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche A Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan (each such term loaneach, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche B Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b3.03(c)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(c)(ii)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided , PROVIDED that (A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, Type and provided further that if made on the Effective Date or the three subsequent Business Days, (B) no Revolving Loans maintained as Base Rate Eurodollar Loans (subject may be incurred prior to the option to convert such Revolving Loans pursuant to Section 1.07)earlier of (1) the 5th day after the Initial Borrowing Date and (2) the Syndication Date, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timethen outstanding, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (w) the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (x) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (y) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi) and (z) the Foreign Loan Amount at such time, equals the Total Revolving Loan Commitment then in effectat such time. (d) Subject to and upon the terms and conditions herein set forth hereinforth, BTCo the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with added to (w) the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and outstanding, (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, (y) the Foreign Loan Amount at such time and (z) the principal amount of Indebtedness outstanding pursuant to Section 9.04 (xi), an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect and to any reductions to the Adjusted Total Revolving Loan Commitment on such date), (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Amount and (v) shall not be obligated to make any extended if the Swingline Loans at Bank receives a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower Administrative Agent or the Required Banks stating that has not been rescinded that there is a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banksin existence hereunder. (e) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Revolving Loan other Banks and the Borrower that all its outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata RATA based on each Bank's Percentage, Adjusted Percentage (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied paid directly to the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Revolving Loan Commitment after any or the Adjusted Total Revolving Loan Commitment at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Bank such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided Adjusted Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), PROVIDED that (x) all interest payable on the Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and --------------- conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan (each such term loaneach, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, 1.06) and (ii) shall equal for be made by each Bank, Bank in that initial aggregate principal amount, an amount which equals as is equal to the Tranche A Term Loan Commitment of such Bank on the Effective Date such date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a3.03(b)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Loan Commitment severally agrees to make on the Effective Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") to the Borrower, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agrees, at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; , provided that (A) except as otherwise specifically -------- provided in Section 1.11(b1.10(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same TypeType and (B) prior to the earlier of (1) the 65th day after the Initial Borrowing Date and (2) the Syndication Date, Revolving Loans may only be incurred as Eurodollar Loans if the respective Interest Period applicable thereto is a one month Interest Period which begins and provided further that if made ends on the Effective Date or same date as the three subsequent Business Days, as Base Rate Loans (subject Interest Period applicable to one of the option to convert such Revolving Loans pursuant to two Borrowings specified in Section 1.071.06(b)(x), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (yx) such Bank's Adjusted Percentage and (zy) the sum of (I) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such timetime and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the Total respective incurrence of Revolving Loans) then outstanding, equals the Available Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to (I) the amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then in effectoutstanding, equals the Total Available Revolving Loan Commitment at such time. (dc) Subject to and upon the terms and conditions set forth herein, BTCo the Swingline Bank in its individual capacity agrees to make at any time and from time to time on and after the Effective Initial Borrowing Date and prior to the Swingline Expiry Expiration Date, a revolving loan or revolving loans to the Borrower (each, a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Available Revolving Loan Commitment then in effect and at such time, (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline AmountAmount and (v) shall not be extended if the Swingline Bank receives a written notice from any Agent or the Required Banks that has not been rescinded that there is a Default or an Event of Default in existence hereunder. BTCo The Swingline Bank shall not be obligated to make any Swingline Loans at a any time when a Bank Default exists unless BTCo the Swingline Bank has entered into arrangements satisfactory to it and the Borrower to eliminate BTCothe Swingline Bank's risk with respect to each the Defaulting Bank's (including any Defaulting Bank's) or Banks' participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (ed) On any Business Day, BTCo the Swingline Bank may, in its sole discretion, give notice to the Revolving Loan other Banks and that the Borrower that all Swingline Bank's outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided -------- that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Banks with a Revolving Loan Banks Commitment (without giving effect to any reductions thereto pursuant to the last paragraph of Section 10) pro rata based on each such Bank's Percentage, Percentage (determined before --- ---- giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Bank to repay BTCo the Swingline Bank for such outstanding Swingline Loans. Each Revolving Loan such Bank hereby irrevocably agrees to make Base Rate Revolving Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the immediately preceding sentence and on the date specified in writing by BTCo the Swingline Bank notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuingthen exists, (iv) the date of such Mandatory Borrowing and (v) any reduction in the amount of the Total Available Revolving Loan Commitment after any at such Swingline Loans were madetime. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in with respect of to the Borrower), then each Revolving Loan such Bank (other than BTCo) hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from BTCo (without recourse the Borrower on or warrantyafter such date and prior to such purchase) from the Swingline Bank such assignment of participations in the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan such Banks to share in such Swingline Loans ratably based upon their respective Percentages; Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10), provided that (x) all interest payable on the -------- Swingline Loans shall be for the account of BTCo the Swingline Bank until the date as of which the respective assignment participation is required to be purchased and, to the extent attributable to the purchased assignmentparticipation, shall be payable to the Bank purchasing same participant from and after such date and (y) at the time any purchase of purchaseparticipations pursuant to this sentence is actually made, the purchasing Bank shall be required to pay the Swingline Bank interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three days and at the rate otherwise applicable to Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter.

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche A Term Loan Commitment severally agrees to make make, on the Effective Date Initial Borrowing Date, a term loan or term loans (each such term loan, a "Tranche A Term Loan" and, collectively, the "Tranche A Term Loans") to the Borrower, which Tranche A Term Loans (i) shall shall, at the option of the Borrower, be made incurred and initially maintained as a single Borrowing of as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that (subject to the option to convert such Tranche A Term Loans pursuant to Section 1.07); provided that, A) except as otherwise specifically provided in Section 1.11(b1.10(b), all Tranche A Term Loans comprising the same Borrowing shall at all times be of the same Type, Type and (B) no Term Loans maintained as Eurodollar Loans may be incurred prior to the earlier of (1) the 30th day after the Initial Borrowing Date and (2) that date (the "Syndication Date") upon which the Agents shall have determined in their sole discretion (and shall have notified the Borrower) that the primary syndication (and resultant addition of institutions as Banks pursuant to Section 13.04(b)) has been completed and (ii) shall equal not exceed for each Bank, in initial aggregate principal amount, an any Bank that amount which equals the Tranche A Term Loan Commitment of such Bank on the Effective Initial Borrowing Date (before giving effect to any reductions reduction thereto on such date pursuant to Section 3.03(a3.03(b)(i) but after giving effect to any reductions thereto on or prior to such date pursuant to Section 3.03(b)(ii)). Once repaid, Tranche A Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Tranche B Term Revolving Loan Commitment severally agrees agrees, at any time and from time to make time on and after the Effective Initial Borrowing Date a term loan (each such term loan, a "Tranche B Term Loan" and, collectively, the "Tranche B Term Loans") and prior to the BorrowerRevolving Loan Maturity Date, which Tranche B Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche B Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche B Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Tranche B Term Loan Commitment of such Bank on the Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed.make (c) Subject to and upon the terms and conditions set forth herein, each the Swingline Bank with a Revolving Loan Commitment ("Revolving Loan Banks") severally agreesagrees to make, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Initial Borrowing shall at all times be of the same Type, and provided further that if made on the Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's Adjusted Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans to the Borrower (each, each a "Swingline Loan" and, collectively, the "Swingline Loans")) to the Borrower, which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Adjusted Total Revolving Loan Commitment then in at such time (after giving effect to any reductions to the Adjusted Total Revolving Loan Commitment on such date), and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo Notwithstanding anything to the contrary contained in this Section 1.01(c), the Swingline Bank shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's risk with respect to each Bank's (including any Defaulting Bank's) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's or Banks' Percentage of the outstanding Swingline Loans. BTCo will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists and is continuing until such time as BTCo the Swingline Bank shall have received a written notice of (i) of rescission of all such notice notices from the party or parties originally delivering the same or such notice, (ii) a of the waiver of such Default or Event of Default from by the Required Banks. (e) On any Business Day, BTCo may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing") shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's Percentage, and the proceeds thereof shall be applied directly to repay BTCo for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCo) hereby agrees that it shall forthwith purchase from BTCo (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.or

The Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Bank with a an Initial Tranche A B-1 Term Loan Commitment (collectively, the “Initial Tranche B-1 Term Loan Banks”) severally agrees to make on the Amendment Effective Date a term loan (each such term loan, a "an “Initial Tranche A B-1 Term Loan" ” and, collectively, the "“Initial Tranche A B-1 Term Loans"”) to the Borrower, which Initial Tranche A B-1 Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Tranche A B-1 Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Tranche A B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Initial Tranche A B-1 Term Loan Commitment of such Bank on the Amendment Effective Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(a)). Once repaid, Initial Tranche A B-1 Term Loans incurred hereunder may not be reborrowed. (b) Subject to and upon the terms and conditions set forth herein, each Bank with a Second Draw Tranche B B-1 Term Loan Commitment (collectively, the “Second Draw Tranche B-1 Term Loan Banks” and, together with the Initial Tranche B-1 Term Loan Banks, the “Tranche B-1 Term Loan Banks”) severally agrees to make on a Business Day on or before February 28, 2006 (such date, the Effective Date “Second Draw Date”) a term loan (each such term loan, a "“Second Draw Tranche B B-1 Term Loan" ” and, collectively, the "“Second Draw Tranche B B-1 Term Loans"” and together with the Initial Tranche B-1 Term Loans, the “Tranche B-1 Term Loans”) to the Borrower, which Second Draw Tranche B B-1 Term Loans (i) shall be made and initially maintained as a single Borrowing of Base Rate Loans (subject to the option to convert such Second Draw Tranche B B-1 Term Loans pursuant to Section 1.07); provided that, except as otherwise specifically provided in Section 1.11(b), all Second Draw Tranche B B-1 Term Loans comprising the same Borrowing shall at all times be of the same Type, and (ii) shall equal for each Bank, in initial aggregate principal amount, an amount which equals the Second Draw Tranche B B-1 Term Loan Commitment of such Bank on the Effective Second Draw Date (before giving effect to any reductions thereto on such date pursuant to Section 3.03(b)). Once repaid, Second Draw Tranche B B-1 Term Loans incurred hereunder may not be reborrowed. (c) Subject to and upon the terms and conditions set forth herein, each Bank with a Revolving Loan Commitment ("“Revolving Loan Banks"”) severally agrees, at any time and from time to time on and after the Effective Date and prior to the Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a "“Revolving Loan" ” and, collectively, the "“Revolving Loans"”) to the Borrower, which Revolving Loans (i) shall, at the option of the Borrower, be Base Rate Loans or Eurodollar Loans; provided that except as otherwise specifically provided in Section 1.11(b), all Revolving Loans comprising the same Borrowing shall at all times be of the same Type, and provided further provided, further, that if made on the Original Effective Date or the three subsequent Business Days, as Base Rate Loans (subject to the option to convert such Revolving Loans pursuant to Section 1.07), (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed for any Bank at any time outstanding that aggregate principal amount which, when added to the product of (y) such Bank's ’s Adjusted Revolving Loan Percentage and (z) the aggregate amount of all Letter of Credit Outstandings plus all Swingline Loans then outstanding (exclusive of Unpaid Drawings and Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the incurrence of Revolving Loans) at such time, equals the Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed for all Banks at any time outstanding that aggregate principal amount which, when added to the amount of all Swingline Loans then outstanding and all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, the Total Revolving Loan Commitment then in effect. (d) Subject to and upon the terms and conditions set forth herein, BTCo DBTCA agrees to make at any time and from time to time on and after the Effective Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a "“Swingline Loan" ” and, collectively, the "“Swingline Loans"”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all Revolving Loans then outstanding and the Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans or Revolving Loans) at such time, an amount equal to the Total Revolving Loan Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. BTCo DBTCA shall not be obligated to make any Swingline Loans at a time when a Bank Default exists unless BTCo DBTCA has entered into arrangements satisfactory to it and the Borrower to eliminate BTCo's DBTCA’s risk with respect to each Bank's ’s (including any Defaulting Bank's’s) participation in such Swingline Loans, including by cash collateralizing such Defaulting Bank's ’s or Banks' ’ Percentage of the outstanding Swingline Loans. BTCo DBTCA will not make a Swingline Loan after it has received written notice from the Borrower or the Required Banks stating that a Default or an Event of Default exists until such time as BTCo DBTCA shall have received a written notice of (i) rescission of such notice from the party or parties originally delivering the same or (ii) a waiver of such Default or Event of Default from the Required Banks. (e) On any Business Day, BTCo DBTCA may, in its sole discretion, give notice to the Revolving Loan Banks and the Borrower that all outstanding Swingline Loans shall be funded funded with a Borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a "“Mandatory Borrowing"”) shall be made on the immediately succeeding Business Day by all Revolving Loan Banks pro rata based on each Bank's ’s Percentage, and the proceeds thereof shall be applied directly to repay BTCo DBTCA for such outstanding Swingline Loans. Each Revolving Loan Bank hereby irrevocably agrees to make Base Rate Loans upon one Business Day's ’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by BTCo DBTCA notwithstanding (i) that the amount of the Mandatory Borrowing may not comply with the minimum amount of each Borrowing pursuant to Section 1.03 otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) any reduction in the Total Revolving Loan Commitment after any such Swingline Loans were made. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each Revolving Loan Bank (other than BTCoDBTCA) hereby agrees that it shall forthwith purchase from BTCo DBTCA (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the Revolving Loan Banks to share in such Swingline Loans ratably based upon their respective Percentages; provided that all interest payable on the Swingline Loans shall be for the account of BTCo DBTCA until the date the respective assignment is purchased and, to the extent attributable to the purchased assignment, shall be payable to the Bank purchasing same from and after such date of purchase.