Common use of Tranche A Term Notes Clause in Contracts

Tranche A Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche A Term Loan Lender, in order to evidence such Lender's Tranche A Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche A Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche A Term Loan Lender and in a principal amount equal to the amount set forth opposite such Tranche A Term Loan Lender's name on Schedule 1.1 under the heading "Tranche A Term Loan Commitment". Each Tranche A Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche A Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche A Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche A Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche A Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche A Term Note or this Agreement. Any Tranche A Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. (b) The aggregate Tranche A Term Loans of all the Tranche A Term Loan Lenders shall be payable in 21 consecutive quarterly installments on the dates and in a principal amount equal to the amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Tranche A Term Loans then outstanding): Installment Amount ----------- ------ September 30, 1997 $625,000.00 December 31, 1997 $625,000.00 March 31, 1998 $625,000.00 June 30, 1998 $625,000.00 September 30, 1998 $625,000.00 December 31, 1998 $625,000.00 March 31, 1999 $937,500.00 June 30, 1999 $937,500.00 September 30, 1999 $937,500.00 December 31, 1999 $937,500.00 March 31, 2000 $1,250,000.00 June 30, 2000 $1,250,000.00 September 30, 2000 $1,250,000.00 December 31, 2000 $1,250,000.00 March 31, 2001 $1,562,500.00 June 30, 2001 $1,562,500.00 September 30, 2001 $1,562,500.00 December 31, 2001 $1,562,500.00 March 31, 2002 $2,000,000.00 June 30, 2002 $2,000,000.00 September 30, 2002 $2,250,000.00

Tranche A Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche A Term Loan Lender, in order to evidence such Lender's Tranche A Term Loan the Borrower will execute and deliver to such of each Lender shall be evidenced by a promissory note of the Borrower, substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche A Term Note"), A-1 with appropriate insertions therein as to payee, date and principal amountamount (a "TRANCHE A TERM NOTE"), payable to the order of such Lender and representing the obligation of the Borrower to pay the amount of the Tranche A Term Loan Lender and in a principal amount equal to the amount set forth opposite made by such Tranche A Term Loan Lender's name on Schedule 1.1 under the heading "Tranche A Term Loan Commitment". Each Tranche A Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche A Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, Loan and the date and amount of each payment or prepayment of principal thereof and each Conversion of its Tranche A Term Loan all or a portion thereof to another Type and, and in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules schedule annexed to and constituting a part of its Tranche A Term Note, and any such recordation shall, in the absence of manifest error, shall constitute prima facie evidence of the accuracy of the information so recorded; provided, provided that the failure by any Tranche A Term Loan of such Lender to make any such recordation shall not impair or otherwise affect any the validity or enforceability of the obligations of the Borrower under such its Tranche A Term Note or this AgreementNote. Any Each Tranche A Term Note shall (ia) be dated the Closing Date, (iib) be payable as provided stated to mature in subsection 2.7(b) and (iii) provide for the payment of interest installments in accordance with subsection 4.1. (b) The aggregate Tranche A Term Loans of all the amounts equal to such Lender's Tranche A Term Loan Lenders shall be Commitment Percentage of the amounts, and payable in 21 consecutive quarterly installments on the dates dates, set forth on Schedule 2.2, and in a (c) bear interest for the period from the date thereof on the unpaid principal amount equal to the amount set forth below (together with all accrued interest thereon) opposite thereof at the applicable installment date (or, if less, the aggregate amount of the Tranche A Term Loans then outstanding): Installment Amount ----------- ------ September 30, 1997 $625,000.00 December 31, 1997 $625,000.00 March 31, 1998 $625,000.00 June 30, 1998 $625,000.00 September 30, 1998 $625,000.00 December 31, 1998 $625,000.00 March 31, 1999 $937,500.00 June 30, 1999 $937,500.00 September 30, 1999 $937,500.00 December 31, 1999 $937,500.00 March 31, 2000 $1,250,000.00 June 30, 2000 $1,250,000.00 September 30, 2000 $1,250,000.00 December 31, 2000 $1,250,000.00 March 31, 2001 $1,562,500.00 June 30, 2001 $1,562,500.00 September 30, 2001 $1,562,500.00 December 31, 2001 $1,562,500.00 March 31, 2002 $2,000,000.00 June 30, 2002 $2,000,000.00 September 30, 2002 $2,250,000.00interest rates per annum specified in Section 5.

Tranche A Term Notes. (a) The Parent Borrower agrees that, upon the request to the Administrative Agent by any Tranche A Term Loan LenderLender made on or prior to the Effective Date or in connection with any assignment of its Loan, in order to evidence such Term Loan Lender's Tranche A Term Loan the Parent Borrower will execute and deliver to such Term Loan Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche A Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche A Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite such Tranche A Term Loan Lender's name on Schedule 1.1 I under the heading "Tranche A Term Loan Commitment". Each " and (b) the unpaid principal amount of the Tranche A Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche A Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche A made by such Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche A Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche A Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche A Term Note or this AgreementLender. Any Each Tranche A Term Note shall (i) be dated the Closing Effective Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. (b) The aggregate principal amount of all of the Tranche A Term Loans to be made on the Effective Date by the Term Loan Lenders is $150,000,000. The aggregate Tranche A Term Loans of all the Tranche A Term Loan Lenders (together with all accrued interest thereon) shall be payable in 21 28 consecutive quarterly installments on the dates and in a principal amount equal to (i) the amount percentage set forth below opposite such date multiplied by (together with all accrued interest thereonii) opposite the applicable installment date (or, if less, the aggregate principal amount of all of the Tranche A Term Loans then outstandingmade on the Effective Date by the Term Loan Lenders (using, for any Tranche A Term Loans converted to a Designated Foreign Currency, the Spot Rate of Exchange used in such conversion): Installment Amount ----------- ------ Dates Percentage ----- ---------- March 24, 2000 0.825% June 23, 2000 0.825% September 22, 2000 0.825% December 29, 2000 0.825% March 30, 1997 $625,000.00 2001 1.675% June 29, 2001 1.675% September 28, 2001 1.675% December 3128, 1997 $625,000.00 2001 1.675% March 29, 2002 2.500% June 28, 2002 2.500% September 27, 2002 2.500% December 27, 2002 2.500% March 28, 2003 3.325% June 27, 2003 3.325% September 26, 2003 3.325% December 26, 2003 3.325% March 26, 2004 3.325% June 25, 2004 3.325% 36 September 24, 2004 3.325% December 24, 2004 3.325% March 25, 2005 5.825% June 24, 2005 5.825% September 23, 2005 5.825% December 30, 2005 5.825% March 31, 1998 $625,000.00 2006 7.525% June 30, 1998 $625,000.00 2006 7.525% September 29, 2006 7.525% Termination Date 7.525% provided that in the event that the Parent Borrower changes its fiscal year end to the last day of December, each of the foregoing amortization dates (other than the Termination Date) occurring after such change shall be deemed to be the last day of March, June, September or December, as applicable (e.g., the amortization payment scheduled for March 30, 1998 $625,000.00 December 31, 1998 $625,000.00 2001 shall be due on March 31, 1999 $937,500.00 2001, and the amortization payment scheduled for June 29, 2001 shall be due on June 30, 1999 $937,500.00 September 30, 1999 $937,500.00 December 31, 1999 $937,500.00 March 31, 2000 $1,250,000.00 June 30, 2000 $1,250,000.00 September 30, 2000 $1,250,000.00 December 31, 2000 $1,250,000.00 March 31, 2001 $1,562,500.00 June 30, 2001 $1,562,500.00 September 30, 2001 $1,562,500.00 December 31, 2001 $1,562,500.00 March 31, 2002 $2,000,000.00 June 30, 2002 $2,000,000.00 September 30, 2002 $2,250,000.002001).

Tranche A Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche A Term Loan Lender, in order to evidence such Lender's Tranche A Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche A Term Note") (and will execute and deliver a replacement Tranche A Term Note to any Tranche A Term Lender which has an outstanding Original Tranche A Term Loan and which makes an Additional Tranche A Term Loan), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche A Term Loan Lender and in a principal amount equal to the amount set forth opposite such Tranche A Term Loan Lender's name on 44 39 Schedule 1.1 under the heading "Total Tranche A Term Loan Commitment". Each Tranche A Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche A Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche A Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche A Term Note, and any such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche A Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche A Term Note or this Agreement. Any Tranche A Term Note shall (i) be dated the Closing Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. (b) The aggregate Tranche A Term Loans of all the Tranche A Term Loan Lenders shall be payable in 21 15 consecutive quarterly installments on the dates and in a principal amount equal to the amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Tranche A Term Loans then outstanding): Installment Amount ----------- ------ March 31, 1997 $4,573,598.13 June 30, 1997 $4,573,598.13 September 30, 1997 $625,000.00 4,573,598.13 December 31, 1997 $625,000.00 5,251,168.22 March 31, 1998 $625,000.00 5,251,168.22 June 30, 1998 $625,000.00 5,251,168.22 September 30, 1998 $625,000.00 5,251,168.22 December 31, 1998 $625,000.00 5,928,738.32 March 31, 1999 $937,500.00 5,928,738.32 June 30, 1999 $937,500.00 5,928,738.32 September 30, 1999 $937,500.00 5,928,738.32 December 31, 1999 $937,500.00 9,147,196.26 March 31, 2000 $1,250,000.00 9,147,196.26 June 30, 2000 $1,250,000.00 9,147,196.26 September 30, 2000 $1,250,000.00 December 31, 2000 $1,250,000.00 March 31, 2001 $1,562,500.00 June 30, 2001 $1,562,500.00 September 30, 2001 $1,562,500.00 December 31, 2001 $1,562,500.00 March 31, 2002 $2,000,000.00 June 30, 2002 $2,000,000.00 September 30, 2002 $2,250,000.009,147,196.28

Tranche A Term Notes. (a) The Borrower agrees that, upon the request to the Administrative Agent by any Tranche A Term Loan LenderLender made on or prior to the Effective Date or in connection with any assignment pursuant to subsection 11.6(c), in order to evidence such Lender's Tranche A Term Loan the Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Tranche A Term Note"), with appropriate insertions therein as to payee, date and principal amount, payable to the order of such Tranche A Term Loan Lender and in a principal amount equal to the lesser of (a) the amount set forth opposite under such Tranche A Term Loan Lender's name on Schedule 1.1 under I opposite the heading "Tranche A Term Loan Commitment". Each " and (b) the then unpaid principal amount of the Tranche A Term Loan Lender is hereby authorized to record the date, Type and amount of its Tranche A Term Loan, each continuation thereof, each conversion of all or a portion thereof to another Type, the date and amount of each payment or prepayment of principal of its Tranche A Term Loan and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto, on the schedules annexed to and constituting a part of its Tranche A Term Note, and any Loans made by such recordation shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure by any Tranche A Term Loan Lender to make any such recordation shall not affect any of the obligations of the Borrower under such Tranche A Term Note or this AgreementBorrower. Any Each Tranche A Term Note shall (i) be dated the Closing Effective Date, (ii) be payable as provided in subsection 2.7(b) and (iii) provide for the payment of interest in accordance with subsection 4.1. A Tranche A Term Note may be assigned or otherwise transferred only by registration of such assignment or transfer in the Register (and each Tranche A Term Note shall expressly so provide). Any assignment or transfer of a Tranche A Term Note shall be registered in the Register only upon surrender for registration 46 of assignment or transfer of the Tranche A Term Note accompanied by an Assignment and Acceptance duly executed by the assigning Tranche A Term Loan Lender, and thereupon a new Tranche A Term Loan Note shall be issued to the designated Assignee and the surrendered Tranche A term Loan Note shall be returned by the Administrative Agent to the Borrower marked "cancelled". No assignment of a Tranche A Term Loan Note shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this subsection 2.7(a). (b) The aggregate Tranche A Term Loans of all the Tranche A Term Loan Lenders shall be payable in 21 20 consecutive quarterly installments installments, commencing on February 28, 1998, on the dates and in a the aggregate principal amount equal to the amount set forth below (together with all accrued interest thereon) opposite the applicable installment date (or, if less, the aggregate amount of the Tranche A Term Loans then outstanding): Installment Amount ----------- ------ September 30February 28, 1997 1998 $625,000.00 December 31, 1997 $625,000.00 March 1,750,000 May 31, 1998 $625,000.00 June 1,750,000 August 31, 1998 $2,000,000 November 30, 1998 $625,000.00 September 302,000,000 February 28, 1998 1999 $625,000.00 December 31, 1998 $625,000.00 March 2,000,000 May 31, 1999 $937,500.00 June 2,000,000 August 31, 1999 $2,000,000 November 30, 1999 $937,500.00 September 302,000,000 February 28, 1999 2000 $937,500.00 December 31, 1999 $937,500.00 March 2,000,000 May 31, 2000 $1,250,000.00 June 2,000,000 August 31, 2000 $2,250,000 November 30, 2000 $1,250,000.00 September 302,250,000 February 28, 2000 2001 $1,250,000.00 December 31, 2000 $1,250,000.00 March 2,250,000 May 31, 2001 $1,562,500.00 June 2,250,000 August 31, 2001 $3,250,000 November 30, 2001 $1,562,500.00 September 303,250,000 February 28, 2001 2002 $1,562,500.00 December 31, 2001 $1,562,500.00 March 3,250,000 May 31, 2002 $2,000,000.00 June 303,250,000 August 31, 2002 $2,000,000.00 September 30, 2002 4,250,000 Tranche A Maturity Date $2,250,000.004,250,000