Common use of Tranche A Term Loans Clause in Contracts

Tranche A Term Loans. The Loan Parties hereby acknowledge that as of the Third Amendment Effective Date (prior to giving effect to advances made pursuant to the Third Amendment) the outstanding principal balance of the Tranche A Term Loan (formerly the “Term Loan” or “Term Loans” under and pursuant to the Agreement prior to giving effect to the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as Tranche A Term Loans and the Loan Parties hereby reaffirm all of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan to the Borrowers in the amount of such Lender’s Tranche A Reload Commitment, such that after giving effect thereto, each Lender shall have (after giving effect to the Tranche A Term Loans previously funded and outstanding under the Agreement and the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Tranche A Term Loans in a principal amount equal to its respective Tranche A Term Loan Commitment as of the Third Amendment Effective Date. The Tranche A Term Loan Commitment and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders of the Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Tranche A Term Loans may not be reborrowed.

Tranche A Term Loans. The Each Tranche A Term Loan Parties hereby acknowledge that as Lender having an Original Tranche A Term Loan Commitment severally agrees to lend to Company on the Closing Date and on the Merger Date an aggregate amount not exceeding its pro rata share of the Third Amendment Effective aggregate amount of the Original Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, each Tranche A Term Loan Lender having an Additional Tranche A Term Loan Commitment severally agrees to lend to Company on the Second Amended and Restated Credit Agreement Closing Date (prior an amount not exceeding its pro rata share of the aggregate amount of the Additional Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, and each Tranche A Term Loan Lender having a Second Additional Tranche A Term Loan Commitment severally agrees to giving effect lend to advances made pursuant to Company on the Third Amendment) Amended and Restated Credit Agreement Closing Date an amount not exceeding its pro rata share of the outstanding principal balance aggregate amount of the Second Additional Tranche A Term Loan Commitments, which pro rata share is set forth opposite its name on SCHEDULE 2.1 attached hereto, in each case to be used for the purposes identified in subsection 2.5A; PROVIDED that prior to, or simultaneously with the funding of the initial Original Tranche A Term Loans, the Original Tranche B Term Loans shall have been funded in full. The amounts of each Tranche A Term Loan Lender's Original Tranche A Term Loan Commitment, each Tranche A Term Loan Lender's Additional Tranche A Term Loan Commitment and each Tranche A Term Loan Lender's Second Additional Tranche A Term Loan Commitment are set forth opposite such Tranche A Term Loan Lender's name on SCHEDULE 2.1 annexed hereto are set forth opposite such Tranche A Term Loan Lender's name on SCHEDULE 2.1 annexed hereto. The aggregate amount of the Original Tranche A Term Loan Commitments is $35,000,000, the aggregate amount of the Additional Tranche A Term Loan Commitments is $5,000,000, the aggregate amount of the Second Additional Tranche A Term Loan Commitment is $2,500,000 and the aggregate amount of the Tranche A Term Loan (formerly Commitments is $42,500,000; PROVIDED that the “Term Loan” or “Term Loans” under and pursuant to the Agreement prior to giving effect to the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as Tranche A Term Loans and the Loan Parties hereby reaffirm all of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan to the Borrowers in the amount Commitments of such Lender’s Tranche A Reload Commitment, such that after giving effect thereto, each Lender shall have (after giving effect to the Tranche A Term Loans previously funded and outstanding under the Agreement and Loan Lenders shall be adjusted to give effect to any assignments of the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Loan Commitments pursuant to subsection 10.1B. Each Tranche A Term Loans in a principal amount equal to its respective Loan Lender's Original Tranche A Term Loan Commitment as (i) shall expire immediately and without further action on October 31, 1998, if the initial Original Tranche A Term Loans are not made on or before that date, (ii) shall be reduced by an amount equal to the principal amount of the Third Amendment Effective Original Tranche A Term Loan, if any, made by such Tranche A Term Loan Lender on the Closing Date, immediately after giving effect thereto on the Closing Date, and (iii) to the extent unused, shall expire on the close of business on the Merger Date. The Each Tranche A Term Loan Lender's Additional Tranche A Term Loan Commitment and the Tranche A Reload Commitment of each Lender shall expire upon immediately and without further action on the funding by Lenders earlier of (i) December 31, 1999, if the Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Additional Tranche A Term Loans are not made on or before that date and (ii) at the close of business on the Second Amended and Restated Credit Agreement Closing Date. Each Tranche A Term Loan Lender's Second Additional Tranche A Term Loan Commitment shall expire immediately and without further action on the earlier of (i) June 30, 2000, if the Additional Tranche A Term Loans are not made on or before that date and (ii) at the close of business on the Third Amended and Restated Credit Agreement Closing Date. Company may make a borrowing under the Original Tranche A Term Loan Commitments on the Closing Date and on the Merger Date, and Company may make only one borrowing under the Additional Tranche A Term Loan Commitments and the Second Additional Tranche A Term Loan Commitments. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche A Term Loans. The Each Tranche A Term Loan Parties hereby acknowledge that as Lender severally agrees to lend to Company on the Closing Date and on the Merger Date an aggregate amount not exceeding its Pro Rata Share of the Third Amendment Effective Date (prior to giving effect to advances made pursuant to the Third Amendment) the outstanding principal balance aggregate amount of the Tranche A Term Loan (formerly Commitments to be used for the “Term Loan” purposes identified in subsection 2.5A; PROVIDED that prior to, or “Term Loans” under and pursuant to simultaneously with the Agreement prior to giving effect to funding of the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as initial Tranche A Term Loans, the Tranche B Term Loans and the Loan Parties hereby reaffirm all shall have been funded in full. The amount of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan to the Borrowers in the amount of such Lender’s Tranche A Reload Commitment, such that after giving effect thereto, each Lender shall have (after giving effect to the Tranche A Term Loans previously funded and outstanding under the Agreement and the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Tranche A Term Loans in a principal amount equal to its respective 's Tranche A Term Loan Commitment as of the Third Amendment Effective Date. The Tranche A Term Loan Commitment is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders aggregate amount of the Tranche A Term LoansLoan Commitments is $35,000,000; PROVIDED that the Tranche A Term Loan Commitments of the Tranche A Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.1B and to any reductions thereof pursuant to Section 2.4B(ii). Once repaidEach Tranche A Term Loan Lender's Term Loan Commitment (i) shall expire immediately and without further action on October 31, whether such repayment is voluntary or required1998, if the initial Tranche A Term Loans are not made on or before that date, (ii) shall be reduced by an amount equal to the principal amount of the Tranche A Term Loan, if any, made by such Tranche A Term Loan Lender on the Closing Date, immediately after giving effect thereto on the Closing Date, and (iii) to the extent unused, shall expire on the close of business on the Merger Date. Company may make a borrowing under the Tranche A Term Loan Commitments on the Closing Date and on the Merger Date. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche A Term Loans. The Each Lender with a Tranche A Term Loan Parties hereby acknowledge that Commitment severally agrees to purchase and assume on the Restatement Date Existing Australian Loan Commitments (and its pro rata share of outstanding Existing Australian Loans thereunder as of the Third Amendment Effective Date (prior Restatement Date) in an amount equal to giving its Tranche A Term Loan Commitment. Such purchased and assumed commitments and loans continue in existence but are immediately upon such purchase and assumption, amended and restated in their entirety as Tranche A Term Loans made in Dollars to ACI, with the amount of each Lender's Tranche A Term Loan to ACI being set forth opposite such Lender's name on Schedule A annexed hereto, and with the aggregate amount of the Tranche A Term Loans being $460,000,000; provided that the Tranche A Term Loan Commitments of Lenders shall be adjusted to give effect to advances made pursuant to the Third Amendment) the outstanding principal balance any assignments of the Tranche A Term Loan (formerly the “Term Loan” or “Term Loans” under and Commitments pursuant to subsection 10.2; and provided, further that the Agreement prior to giving effect to amount of the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Tranche A Term Loans” Loan Commitments shall be redesignated herein reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4G. From and after the Restatement Date, Tranche A Term Loans repaid or prepaid may not be reborrowed. The Tranche A Term Loans shall mature on the Third Amendment Effective Date as Tranche A Term Loan Maturity Date, and all Tranche A Term Loans and the Loan Parties hereby reaffirm all of their repayment obligations other amounts owed hereunder with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan to the Borrowers in the amount of such Lender’s Tranche A Reload Commitment, such that after giving effect thereto, each Lender shall have (after giving effect to the Tranche A Term Loans previously funded and outstanding under the Agreement and the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Tranche A Term Loans shall be paid in a principal amount equal to its respective Tranche A Term Loan Commitment as of the Third Amendment Effective Date. The Tranche A Term Loan Commitment and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders of the Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Tranche A Term Loans may not be reborrowedfull no later than that date.

Tranche A Term Loans. The Loan Parties hereby parties hereto acknowledge that as of term loans (together with the Third Amendment Effective Date (Additional Tranche A Term Loans, the “Tranche A Term Loans”) were advanced prior to giving effect to advances made pursuant to the Third Amendment) date hereof under the Existing Credit Agreement. The outstanding principal balance of the Tranche A Term Loan (formerly the “Term Loan” or “Term Loans” under and pursuant to the Agreement prior to giving effect to the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein Loans on the Third Amendment Effective Closing Date as is ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) and the amount of each Tranche A Term Facility Lender’s Tranche A Term Loans and outstanding as of the Loan Parties hereby reaffirm all of their repayment obligations with respect thereto on the terms Closing Date are set forth hereinon Schedule 2.01. On the Third Amendment Effective Date, subject Subject to the terms and conditions hereofset forth herein, during the Commitment Period, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan Facility Lender severally agrees to make one or more additional term loans (the “Additional Tranche A Term Loans”) to the Borrowers Borrower on any Business Day in the an aggregate amount of such Lender’s up to its Tranche A Reload Term Facility Commitment, such ; provided that after giving effect thereto, each Lender shall have (i) after giving effect to any such Tranche A Term Loan, with regard to the Lenders collectively, the aggregate principal amount of Tranche A Term Loans made hereunder (including the Tranche A Term Loans previously funded and outstanding advanced under the Agreement Existing Credit Agreement) shall not exceed TWO HUNDRED MILLION DOLLARS ($200,000,000), and (ii) the Borrower may request Additional Tranche A Term Loans on the Closing Date and in no more than two additional Borrowings after the Closing Date hereunder. Tranche A Term Loans may consist of Base Rate Loans, Eurodollar Rate Loans, or a combination thereof, as the Borrower may request. Upon the funding of a Tranche A Term Loan, the Tranche A Facility Committed Amount of each Tranche A Term Facility Lender shall be permanently reduced by the principal amount of such Tranche A Term Facility Lender’s Tranche A Term Loan. All Tranche A Term Facility Commitments shall terminate on the last day of the Commitment Period if not previously terminated pursuant hereto. Once repaid, the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Tranche A Term Loans in a principal amount equal to its respective Tranche A Term Loan Commitment as of the Third Amendment Effective Date. The Tranche A Term Loan Commitment and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders of the Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Tranche A Term Loans may cannot be reborrowed.

Tranche A Term Loans. The Each Tranche A Term Loan Parties hereby acknowledge that as Lender severally agrees to lend to Company on the Closing Date and on the Second Tranche A Draw Date an aggregate amount not exceeding its Pro Rata Share of the Third Amendment Effective Date (prior to giving effect to advances made pursuant to the Third Amendment) the outstanding principal balance aggregate amount of the Tranche A Term Loan (formerly Commitments to be used for the “Term Loan” purposes identified in subsection 2.5A; PROVIDED that prior to, or “Term Loans” under and pursuant to simultaneously with the Agreement prior to giving effect to funding of the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as initial Tranche A Term Loans, the Tranche B Term Loans and the Loan Parties hereby reaffirm all shall have been funded in full. The amount of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Tranche A Term Loan to the Borrowers in the amount of such Lender’s Tranche A Reload Commitment, such that after giving effect thereto, each Lender shall have (after giving effect to the Tranche A Term Loans previously funded and outstanding under the Agreement and the Tranche A Term Loans funded on the Third Amendment Effective Date) outstanding Tranche A Term Loans in a principal amount equal to its respective 's Tranche A Term Loan Commitment as is set forth opposite its name on SCHEDULE 2.1 annexed hereto and the aggregate amount of the Third Amendment Effective Tranche A Term Loan Commitments is $175,000,000; PROVIDED that the Tranche A Term Loan Commitments of the Tranche A Term Loan Lenders shall be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.1B and to any reductions thereof pursuant to Section 2.4B(ii). Each Tranche A Term Loan Lender's Term Loan Commitment (i) shall expire immediately and without further action on December 31, 1998, if the initial Tranche A Term Loans are not made on or before that date, (ii) shall be reduced by an amount equal to the principal amount of the Tranche A Term Loan made by such Tranche A Term Loan Lender on the Closing Date. The , and (iii) to the extent unused, shall expire on the close of business on the Tranche A Term Loan Commitment and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders of Termination Date. Company may make one borrowing under the Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Loan Commitments on the Closing Date and one borrowing on the Second Tranche A Term Loans Draw Date. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Tranche A Term Loans. The Loan Parties hereby acknowledge that as of the Third Amendment Effective Date (prior to giving effect to advances made pursuant to the Third Amendment) the outstanding principal balance of the Tranche A Term Loan (formerly the “Term Loan” or “Term Loans” under and pursuant to the Agreement prior to giving effect to the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as Tranche A Term Loans and the Loan Parties hereby reaffirm all of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject Subject to the terms and conditions hereof, each Lender agrees, having a Tranche A Term Loan Commitment severally (and not jointly) on a Pro Rata basis agrees to make a Tranche A Term Loan to the Borrowers on the Effective Date in the an amount of equal to such Lender’s 's Tranche A Reload Term Loan Commitment. The Borrowers may make only one borrowing under the Tranche A Term Loan Commitment, such that after giving effect theretowhich shall be on the Effective Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.10, each Lender shall have (after giving effect 2.11(a) and 2.12, all amounts owed hereunder with respect to the Tranche A Term Loans previously funded and outstanding under shall be paid in full no later than the Agreement and the Tranche A Term Loans funded on the Third Amendment Effective Maturity Date) outstanding Tranche A Term Loans in a principal amount equal to its respective . Each Lender's Tranche A Term Loan Commitment as shall terminate immediately and without further action on the Effective Date after giving effect to the funding of such Lender's Tranche A Term Loan Commitment. The Tranche A Term Loans shall be evidenced by a Tranche A Term Loan Note for the benefit of each Lender having a Tranche A Term Loan Commitment in the amount equal to such Lender's Pro Rata Share of the Third Amendment Tranche A Term Loan Commitment and on the Effective Date, the Borrowers shall execute and deliver such Tranche A Term Loan Notes to the Administrative Agent for the benefit of each of the Lenders with a Tranche A Term Loan Commitment. The Tranche A Term Loan Commitment and Note shall represent the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders obligation of the Borrowers to pay to the Lenders the amount of their respective Tranche A Term Loans. Once repaid, whether such repayment is voluntary or required, Tranche A Term Loans may not be reborrowedtogether with interest thereon as provided in Section 2.6.

Tranche A Term Loans. The Loan Parties hereby acknowledge that as Each Lender severally agrees to lend to Borrower an aggregate amount not exceeding its Pro Rata Share of the Third Amendment Effective Date (prior to giving effect to advances made pursuant to the Third Amendment) the outstanding principal balance aggregate amount of the Tranche A Term Loan (formerly Commitments to be used for the “Term Loan” or “Term Loans” under and pursuant to the Agreement prior to giving effect to the Third Amendment) was $5,250,000. All such previously funded and currently outstanding “Term Loans” shall be redesignated herein on the Third Amendment Effective Date as Tranche A Term Loans and the Loan Parties hereby reaffirm all purposes identified in subsection 2.5A. The amount of their repayment obligations with respect thereto on the terms set forth herein. On the Third Amendment Effective Date, subject to the terms and conditions hereof, each Lender agrees, severally (and not jointly) on a Pro Rata basis to make a Lender's Tranche A Term Loan to Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the Borrowers in the aggregate amount of such Lender’s the Tranche A Reload Commitment, such Term Loan Commitments is $41,000,000; provided that after giving effect thereto, each Lender the Tranche A Term Loan Commitments of Lenders shall have (after giving be adjusted to give effect to any assignments of the Tranche A Term Loan Commitments pursuant to subsection 10.1B. Each Lender's Tranche A Term Loan Commitment shall expire immediately and without further action on January 12, 1997 if the Tranche A Term Loans previously funded and outstanding are not made on or before that date. Borrower may make one borrowing under the Agreement and the Tranche A Term Loans funded Loan Commitments on the Third Amendment Effective Closing Date in an amount not exceeding $8,000,000.00 and a second borrowing under the Tranche A Term Loan Commitments on the earlier to occur of the Seller Note Maturity Date and the Acquisition Reimbursement Date in an amount not exceeding $33,000,000.00; provided that unless no drawing under the Acquisition Letter of Credit has been made and the Acquisition Letter of Credit has been returned to the Issuing Lender and cancelled on or before the Acquisition Reimbursement Date) outstanding , no Tranche A Term Loans in a principal amount equal shall be made other than pursuant to its respective Tranche A Term Loan Commitment as subsection 3.3B for the purpose of reimbursing drawings under the Third Amendment Effective DateAcquisition Letter of Credit. The Tranche A Term Loan Commitment Amounts borrowed under this subsection 2.1A(ii) and the Tranche A Reload Commitment of each Lender shall expire upon the funding by Lenders of the Tranche A Term Loans. Once repaid, whether such repayment is voluntary subsequently repaid or required, Tranche A Term Loans prepaid may not be reborrowed.