Common use of The Term Loan Clause in Contracts

The Term Loan. Subject to the terms and conditions hereof (including Sections 6.1, 6.2 and 6.3), each Bank, by its acceptance hereof, severally agrees to make a term loan in U.S. Dollars (the “Term Loan”) prior to the Commitment Termination Date; such Term Loan shall be made in one draw on the Initial Loan Date and in an original principal amount (i) up to the amount of such Bank’s commitment set forth opposite the name of such Bank on Schedule 2.1 hereto (such amount, as reduced pursuant to Section 2.12 or changed as a result of one or more assignments under Section 11.10 its “Commitment” and, cumulatively for all the Banks, the “Commitments”) and (ii) equal to an amount designated by the Borrower (but not to exceed the aggregate amount of the Commitments then outstanding) in an executed written notice in form satisfactory to (and delivered not later than three (3) Business Days beforehand) to the Administrative Agent. Each Bank’s obligation to fund the Term Loan shall be limited to such Bank’s own Commitment, the Borrowing of the Term Loan shall be made ratably from the Banks in proportion to their respective Percentages and no Bank shall have any obligation to fund any portion of the Term Loan required to be funded by any other Bank, but not so funded. The Borrower shall not have any right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. The Commitments shall terminate on the Commitment Termination Date. As provided in Section 2.5(a) hereof, Borrower may elect that such initial Borrowing of the Term Loan be either Base Rate Loans or Eurodollar Loans (subject to any applicable limitations set forth in this Agreement). Unless an earlier maturity is provided for hereunder, the Term Loan shall mature and be due and payable on the Termination Date.

The Term Loan. 3.1 Subject to the other provisions of this Agreement, each Bank shall make Term Loan Advances to the Borrower under the Term Loan from time to time from the effective date hereof until the Term Loan Maturity Date in aggregate principal amounts at any one time outstanding not exceeding such Bank’s Term Loan Percentage of the Maximum Term Loan Amount determined pursuant to Section 3.2 hereof. Each Term Loan Advance will be requested to the Agent in writing by an authorized officer of the Borrower on a Notice of Borrowing substantially in the form of Exhibit C hereto. The proceeds of the initial Term Loan Advance shall be used for the exclusive purpose of paying off any indebtedness outstanding under Section 3 of the Prior Loan Agreement. Requests for Term Loan Advances must be received by the Agent no later than 12:00 Noon, Minneapolis time, on the day of a Term Loan Advance comprised of a Base Rate Borrowing or a Federal Funds Borrowing, and no later than 12:00 Noon, Minneapolis time, on the third Business Day immediately preceding a Term Loan Advance comprised of a Eurodollar Borrowing. 3.2 The Maximum Term Loan Amount shall initially be $10,000,000.00 from the date of this Agreement through June 30, 1999. The Maximum Term Loan Amount shall thereafter be reduced in semi-annual increments of $714,000.00 each, commencing June 30, 1999 and continuing on the last day of each consecutive December and June thereafter. Within such Maximum Term Loan Amount and subject to the terms and conditions hereof (including Sections 6.1of this Agreement, 6.2 the Borrower may borrow, repay and 6.3)reborrow under the Term Loan. 3.3 The Agent shall promptly notify each Bank of the Borrower’s request for a Term Advance, and the amount of the term Loan Advance. Subject to the further provisions of this Section 3.3, the Agent will fund the Term Loan Advance no later than 4:30 p.m., Minneapolis time, on the Business Day requested by the Borrower. On or before 3:30 p.m., Minneapolis time, on such Business Day, each Bank shall deposit with the Agent same-day funds constituting such Bank, ’s Term Loan Percentage of the Term Loan Advance. Such deposit will be made to an account which the Agent shall specify by its acceptance hereof, severally agrees to make a term loan in U.S. Dollars (the “Term Loan”) prior notice to the Commitment Termination Date; Banks. To the extent funds are received from the Banks in accordance with this Section 3.3, the Agent shall make such funds available to the Borrower by wire transfer to the account(s) the Borrower shall have designated to the Agent at or before the time of the related request. 3.4 The Term Loan shall be made comprised of Base Rate Borrowings, Federal Funds Borrowings, and/or Eurodollar Borrowings; provided, however, that Eurodollar Borrowings shall be in one draw on the Initial Loan Date and in an original principal amount (i) up to the amount of $5,000,000.00, or a greater amount in increments of $1,000,000.00; provided, further, that no Eurodollar Borrowing may be in an amount, or for an Interest Period, which would cause the Borrower to make a prepayment of such Bank’s commitment Eurodollar Borrowing prior to the last day of such Interest Period in order to comply with the principal repayment schedule set forth opposite in Section 3.8 hereof subject to the name provisions of such Bank Section 3.5 hereof, interest on Schedule 2.1 hereto that portion of the unpaid principal of the Term Note comprised of a Base Rate Borrowing shall be calculated at an annual rate equal to the Base Rate in effect from time to time, and shall change as and when the Base Rate changes; interest on that portion of the unpaid principal of the Term Note comprised of a Federal Funds Borrowing shall be calculated at an annual rate equal to one and one-quarter percent (such amount1.25%) in excess of the Federal funds Rate in effect from time to time, and shall change as reduced pursuant to Section 2.12 or changed as a result of one or more assignments under Section 11.10 its “Commitment” and when the Federal Funds Rate changes; and, cumulatively interest on that portion of the unpaid principal of the Term Note comprised of a Eurodollar Borrowing shall be calculated for all the Banks, the “Commitments”) and (ii) each Interest Period at a fixed annual rate equal to an amount designated by the Borrower (but not to exceed the aggregate amount sum of the Commitments then outstandingReserve Adjusted Eurodollar Rate determined for such Interest Period plus one and one-quarter percent (1.25%). Reference is hereby made to Sections 1.22, 2.1, 2.3 and 2.4 for statements of the terms relating to notice requirements for the creation, continuance or conversion of Base Rate Borrowings, Federal Funds Borrowings and Eurodollar Borrowings. Interest on the Term Note shall be calculated on basis of the actual number of days elapsed in a year of 360 days. 3.5 Notwithstanding the provisions of Section 3.4 hereof, for so long as there exists any Event of Default, interest on the Term Note shall accrue at an annual rate of two percent (2.0%) in an executed written notice in form satisfactory to (and delivered not later than three (3) Business Days beforehand) excess of the rate which would otherwise apply to the Administrative Agent. Each Bank’s obligation to fund Term Note. 3.6 Interest on the unpaid principal of Base Rate Borrowings and federal Funds Borrowings shall be payable quarterly, commencing June 3 0, 1999, and continuing on the last day of each succeeding calendar quarter, and on the Term Loan Maturity Date. 3.7 Interest on the unpaid principal of each Eurodollar Borrowing shall be limited payable in arrears on the related Interest Payment Date. 3.8 The principal of the Term Notes shall be repayable in semi-annual installments, commencing June 30, 1999 and continuing on the last day of each consecutive December and June thereafter through and including December 31, 2005, each installment in the amount, if any, necessary to such Bank’s own Commitmentreduce the aggregate principal outstanding under the Term Loan to the new Maximum Term Loan Amount, to be allocated amount the Borrowing Term Notes pro rata. On January 23, 2006 all then-remaining outstanding principal of the Term Loan shall be due and payable. 3.9 The Borrower may at any time prepay Base Rate Borrowings and Federal Funds Borrowings in whole or from time to time in part without premium or penalty. Reference is hereby made ratably from to Section 2.11 for statements of the terms pursuant to which Eurodollar Borrowings may be prepaid. Prepayments shall be applied to scheduled installments in chronological order of their maturities. 3.10 The Borrower shall pay to the Agent in arrears on a calendar quarter basis, on behalf of the Banks in proportion within seven calendar days of receipt of the related fee statement, a fee (the “Unused Term Loan Fee”) calculated at an annual rate equal to their respective Percentages and no Bank shall have any obligation to fund any two-tenths of one percent (0.20%) of the average daily unused portion of the Term Loan required to be funded by any other Bank, but not so fundedLoan. The Borrower Unused Term Loan Fee shall not have any right to reborrow any portion be calculated on the basis of actual number of days elapsed in a year of 360 days. As used herein, the term “unused portion” shall mean the difference between the applicable Maximum Term Loan Amount and the outstanding principal balance of the Term Loan which is repaid or prepaid from time to time. The Commitments shall terminate on the Commitment Termination Date. As provided in Section 2.5(a) hereof, Borrower may elect that such initial Borrowing as of the Term Loan be either Base Rate Loans or Eurodollar Loans (subject to any applicable limitations set forth in this Agreement). Unless an earlier maturity is provided for hereunder, the Term Loan shall mature and be due and payable on the Termination Datedate of determination.

The Term Loan. Subject to the terms and conditions hereof (including Sections 6.1set forth in this Agreement, 6.2 and 6.3), each Bank, by its acceptance hereof, severally Lender agrees to make a term loan in U.S. Dollars (the “Term Loan”) prior to the Commitment Termination Date; such Term Loan shall be made available to Borrower in one draw on the Initial Loan Date and in an original principal amount (i) up to the amount of such Bank’s commitment set forth opposite the name of such Bank on Schedule 2.1 hereto (such amount, as reduced pursuant to Section 2.12 or changed as a result of one or more assignments under Section 11.10 its “Commitment” and, cumulatively for all the Banks, the “Commitments”) and (ii) equal to an amount designated by the Borrower (but not to exceed the aggregate amount of the Commitments then outstanding) in an executed written notice in form satisfactory to (and delivered not later than three (3) Business Days beforehand) to the Administrative Agent. Each Bank’s obligation to fund the Term Loan shall be limited to such Bank’s own Commitment, the Borrowing of the Term Loan shall be Amount by continuing the outstanding principal amount of the Existing Term Loan made ratably by Lender under the Existing Credit Agreement and advancing additional funds as provided in this Agreement, so that as long as no Default or Event of Default has occurred or is continuing, Borrower may, commencing as of the Restatement Date from time to time prior to the Banks in proportion to their respective Percentages and no Bank shall have any obligation to fund any portion close of business on the Term Loan required to be funded by any other BankMaturity Date, but borrow, in one or more Term Loan Draws, an amount which, when aggregated with the outstanding principal amount of the Existing Term Loan continued hereunder, does not so funded. The Borrower shall not have any right to reborrow any portion of exceed in the aggregate the Term Loan which is repaid or prepaid Amount in effect from time to time. The Commitments Term Loan is a revolving credit facility, which may be drawn, repaid and redrawn, from time to time as permitted under this Agreement. So long as no Default or Event of Default shall terminate on have occurred and be continuing, Borrower Agent may give Lender irrevocable written notice requesting a Term Loan Draw by delivering to Lender not later than 11:00 a.m. (Eastern Standard Time) at least one (1) but not more than four (4) Business Days before the Commitment Termination proposed borrowing date of such requested Term Loan Draw (the "Term Loan Borrowing Date. As provided "), a completed Borrowing Certificate and relevant supporting documentation satisfactory to Lender, which shall (i) specify the proposed Term Loan Borrowing Date which shall be a Business Day, (ii) specify the principal amount of such requested Term Loan Draw, (iii) certify the matters contained in Section 2.5(a) hereof, Borrower may elect that such initial Borrowing of the Term Loan be either Base Rate Loans or Eurodollar Loans (subject to any applicable limitations set forth in this Agreement). Unless an earlier maturity is provided for hereunder, the Term Loan shall mature 4.2 and be due and payable on the Termination Date.Section

The Term Loan. (a) Subject to the terms and conditions hereof (including Sections 6.1set forth in this Agreement, 6.2 and 6.3), each Bank, by its acceptance hereof, severally the Bank agrees to make a term loan in U.S. Dollars (the “Term Loan”) prior Loan to the Commitment Termination Borrower on the Effective Date; such . The Term Loan shall be made in one draw on the Initial Loan Date and in an original principal amount (i) up of $10,000,000. The Term Loan shall be evidenced by a promissory note of the Borrower in form and substance satisfactory to the amount Bank (the "Term Note"), dated the Effective Date and payable to the order of such the Bank’s commitment set forth opposite . (b) The Borrower shall pay the name of such Bank on Schedule 2.1 hereto (such amount, as reduced pursuant to Section 2.12 or changed as a result of one or more assignments under Section 11.10 its “Commitment” and, cumulatively for all the Banks, the “Commitments”) and (ii) equal to an amount designated by the Borrower (but not to exceed the aggregate outstanding principal amount of the Commitments then outstandingTerm Loan in twenty (20) consecutive quarterly installments in the amounts and during the periods set forth in the table below, such installments to be due and payable on the last day of each calendar quarter ending during such periods, commencing on June 30, 1999, with a final payment on the Term Loan Maturity Date in an executed written notice amount equal to the unpaid principal amount of the Term Loan, if any, on such date: Quarterly Annual Period Payment Amount Payment Amount May 10, 1999 through March 31, 2000 $250,000 $1,000,000 April 1, 2000 through March 31, 2000 $500,000 $2,000,000 April 1, 2001 through March 31, 2002 $500,000 $2,000,000 April 1, 2002 through March 31, 2003 $500,000 $2,000,000 April 1, 2003 through March 31, 2004 $500,000 $2,000,000 Term Loan Maturity Date The outstanding principal amount of the Term Loan, together with all interest accrued thereon. (c) The Borrower shall have the right at any time to prepay the Term Note on or before the Term Loan Maturity Date, as a whole, or in form satisfactory to (and delivered part, upon not later less than three (3) Business Days beforehand) Days' prior written notice to the Administrative Agent. Each Bank’s obligation to fund , without premium or penalty, provided that (i) each partial prepayment shall be in the minimum principal amount of (A) $100,000 and (B) no portion of the Term Loan shall bearing interest at the Eurodollar Rate may be limited prepaid pursuant to such Bank’s own Commitment, this ss.3(c) except on the Borrowing last day of the Interest Period relating thereto. Any prepayment of principal of the Term Loan shall include all interest accrued to the date of prepayment and shall be made ratably from applied against the Banks scheduled installments of principal due on the Term Loan in proportion the inverse order of maturity. No amount repaid with respect to their respective Percentages and no Bank shall have any obligation to fund any portion the Term Loan may be reborrowed. Any voluntary prepayment of principal of the Term Loan required shall also include all interest accrued on such principal to be funded by any other Bank, but not so funded. The Borrower shall not have any right to reborrow any portion the date of the Term Loan which is repaid or prepaid from time to time. The Commitments shall terminate on the Commitment Termination Date. As provided in Section 2.5(a) hereof, Borrower may elect that such initial Borrowing of the Term Loan be either Base Rate Loans or Eurodollar Loans (subject to any applicable limitations set forth in this Agreement). Unless an earlier maturity is provided for hereunder, the Term Loan shall mature and be due and payable on the Termination Dateprepayment.

The Term Loan. (a) Subject to the terms and conditions hereof (including Sections 6.1provided for in this Agreement, 6.2 and 6.3), each Bank, by its acceptance hereof, severally the Lender agrees to make a term loan Term Loan to the Borrower in U.S. Dollars an aggregate principal amount of US$80,000,000. (b) The Borrower shall (subject to the immediately succeeding proviso) repay US$18,000,000 of the outstanding principal amount of the Term Loan (the “Term LoanFirst Installment”) prior on the Reset Date; provided, however, that (i) the Borrower shall have two Business Days after such Reset Date to make such payment (the “First Repayment Date”) and (ii) if in accordance with Argentine Foreign Exchange Regulations, all or any part of the Mandatory Deposit may be released before the Reset Date, then 100% of the amounts that may be so released shall be transferred to the Commitment Termination Lender and pledged (pursuant to customary pledge agreements to be agreed by the Borrower and the Lender) to the Lender as collateral for the Borrower’s obligations hereunder in an interest bearing account of the Lender located in New York, New York, for the benefit of the Lender, until the First Repayment Date; such , on which date all pledged funds deposited therein shall be used to repay the Term Loan as set forth in this Section 2.1(b) (it being understood and agreed that any excess amounts shall be transferred to the Borrower). (c) The Borrower shall repay all the balance of the Term Loan outstanding after the payment of the First Installment (the “Balance”) on July 24, 2009 (the “Maturity Date”) or, at any other time, as otherwise required expressly hereunder. (d) All payments of principal and interest on the Term Loan shall be made in one draw on the Initial Loan Date and in an original principal amount (i) up Dollars to the amount account of such Bank’s commitment set forth opposite the name of such Bank on Schedule 2.1 hereto Lender notified to the Borrower in writing (such amount, as reduced pursuant to Section 2.12 or changed as a result of one or more assignments under Section 11.10 its “Commitment” and, cumulatively for all the Banks, the “CommitmentsPayment Account”) and (ii) equal to an amount designated by the Borrower (but not to exceed the aggregate amount of the Commitments then outstanding) in an executed written notice in form satisfactory to (and delivered not later than three (3) Business Days beforehand) to the Administrative Agent. Each Bank’s obligation to fund the Term Loan shall be limited to such Bank’s own Commitment, the Borrowing of the Term Loan shall be made ratably from the Banks in proportion to their respective Percentages and no Bank shall have any obligation to fund any portion of the Term Loan required to be funded by any other Bank, but not so funded. The Borrower shall not have any right to reborrow any portion of the Term Loan which is repaid or prepaid from time to time. The Commitments shall terminate on the Commitment Termination Date. As provided in Section 2.5(a) hereof, Borrower may elect that such initial Borrowing of the Term Loan be either Base Rate Loans or Eurodollar Loans (subject to any applicable limitations set forth in this Agreement). Unless an earlier maturity is provided for hereunder, the Term Loan shall mature and be due and payable on the Termination Date.