Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. Each Lender severally agrees to lend to Borrowers, on a joint and several basis, from time to time during the period from the date of entry of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

Tranche B Loans. Each Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Tranche B Loans to Borrowers, on a joint and several basis, the Borrowers from time to time during the period from and including the date of entry of the Interim Borrowing Order Tranche B Commencement Date to but excluding the Commitment Termination Date an aggregate amount Date; provided that, immediately after each such Tranche B Loan is made, such Lender's Outstanding Tranche B Amount shall not exceeding exceed its Pro Rata Share Tranche B Commitment. Each Borrowing of Tranche B Loans shall be borrowed from the several Lenders ratably in proportion to their respective Tranche B Commitments. The initial aggregate amount of the Tranche B Commitments of all Lenders as of the Closing Date is $10,000,000. Within the limits specified herein, the Borrowers may borrow Tranche B Loans, solely repay such borrowing and reborrow Tranche B Loans pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Agreement. As used in this Section 2.01(b), "Tranche B CommitmentCommencement Date" means the date, if any, on which Supermajority Lenders in their sole discretion shall have consented in writing to a request by the Borrowers (delivered to the Administrative Agent and all the Lenders) that Lenders permit Tranche B Commitments shall immediately terminate should Loans to be borrowed hereunder. Notwithstanding anything to the Interim Borrowing Order not be so entered. The original contrary contained herein, Supermajority Lenders may in their sole discretion, together with any consent described in the preceding sentence, prescribe additional limitations on the aggregate amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall Loans permitted to be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced borrowed from time to time by time, the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the increments for borrowing Tranche B Loans and the Tranche B Commitments shall times such Borrowings may be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) made hereunder and subsequently repaid may not be reborrowed. Anything contained in this Agreement other terms and conditions relating to the contrary notwithstanding, in no event shall the Total Utilization availability of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectLoans.

Tranche B Loans. Each (i) On the terms and subject to the conditions contained in this Agreement, each Tranche B Lender severally under the Tranche B Facility agrees to lend make loans (each a “Tranche B Loan”) to Borrowers, on a joint and several basis, the Borrower from time to time on any Business Day during the period from the date Effective Date until the Revolving Credit Termination Date in Dollars in an aggregate principal amount at any time outstanding for all such loans by such Lender not to exceed such Tranche B Lender’s Commitment; provided, however, that at no time shall any Tranche B Lender be obligated to make a Tranche B Loan in excess of entry such Lender’s Ratable Portion of the Interim Borrowing Order to but excluding Available Credit. Within the Termination Date an aggregate amount not exceeding its Pro Rata Share limits of the aggregate amount of the each Tranche B Commitments as Lender’s Commitment, amounts of Tranche B LoansLoans repaid may be reborrowed under this Section 2.1. (ii) Upon the occurrence and during the continuance of an Event of Default, solely pursuant the Fronting Lender shall have the absolute right to subsection 3.3B, it being understood that be reimbursed from the entry of Credit-Linked Deposit Account an amount equal to the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's then-outstanding Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto Loans (whether made pursuant to subsection 2.4A this clause (b) or 6.12deemed made pursuant to Section 2.3(e) (Swing Loans) or Section 2.4(h) (Letters of Credit)) and participations in outstanding Swing Loans of the Fronting Lender. Each Tranche B Investor hereby authorizes the withdrawal, and shall be reduced on the date of entry of Administrative Agent hereby agrees to withdraw, from the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs Credit-Linked Deposit Account (and any reduction of the to debit such Tranche B Commitments on Investor’s Sub-Account in the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to amount of) each Lender's such Tranche B Commitment ratably). Each Lender's Investor’s Tranche B Commitment shall expire on the Termination Date and all Ratable Portion of such outstanding Tranche B Loans and all other amounts owed hereunder with respect participations in outstanding Swing Loans for payment to the Fronting Lender. Subject to the redeposit provisions set forth below, following such withdrawal and reimbursement, each Tranche B Investor will become a Tranche B Lender (without a commitment) to the extent of such withdrawal (and such withdrawal and payment shall not alter the obligation of the Borrower to repay all or any portion of such Tranche B Loans and Swing Loans, together with interest thereon, all as provided herein). So long as the Commitments shall not have terminated, promptly following receipt by the Administrative Agent of any payment from a Loan Party in respect of such Loans and participations after such withdrawals and reimbursement, the Administrative Agent shall redeposit such amount into the Credit-Linked Deposit Account (and credit each Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Investor’s Sub-Account for such Tranche B Commitments at any time exceed the Investor’s Tranche B Commitments then in effectRatable Portion of such redeposited amount).

Tranche B Loans. Each Lender severally agrees to lend to Borrowers, (i) Interest shall accrue on a joint and several basis, from time to time during the period unpaid --------------- principal amount of each Tranche B Loan from the date of entry of the Interim Borrowing Order thereof until the maturity thereof (whether by acceleration or otherwise), at a rate per annum (the "Tranche B Rate") equal to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of seventeen and one-half percent (17.5%). -------------- (ii) All accrued and unpaid interest on the Tranche B Commitments Loans shall compound quarterly on each Quarterly Payment Date and, to the extent permitted by applicable law, if not paid in cash as provided in paragraph (iii) below, shall continue to accrue and compound as aforesaid until paid in cash. (iii) On any Quarterly Payment Date occurring on or after March 31, 2001, the Borrower shall pay in cash all interest on the outstanding Tranche B LoansLoans which shall have accrued from and after January 1, solely 2001 at the rate of twelve percent (12.0%) per annum (or such lesser amount of such accrued unpaid interest on the Tranche B Loans as the Borrower shall be permitted to make in compliance with the following conditions), if as of the Most Recent Reference Period: (A) the Borrower shall have repaid in full all principal amounts of the Term Loans deferred through such Quarterly Payment Date pursuant to subsection 3.3B, it being understood that the entry Amendment Agreement and the amendment and restatement of this Agreement on the Interim Borrowing Order Restatement Effective Date; (B) the Borrower shall have satisfied in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder obligations with respect to the payment of any and all accrued unpaid interest on the Loans through and including such Quarterly Payment Date; (C) as of such Quarterly Payment Date, after giving effect to payment of such accrued unpaid interest on the Tranche B Loans and after giving effect to all other payments to be made on such Quarterly Payment Date, and any Revolving Loans to be made on such date and any Letter of Credit to be issued on such date, the sum of the aggregate principal amount of the Revolving Loans then outstanding, plus the Letter of Credit Outstandings at such time, shall not exceed the Borrowing Base then in effect; (D) after giving effect to the payment of such accrued unpaid interest, the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.9 and 10.10 of this Agreement for the Most Recent Reference Period, determined as if such interest payment was made during such Most Recent Reference Period; and (E) no Default or Event of Default shall be continuing as of such Quarterly Payment Date, nor shall any Default or Event of Default occur or be continuing after giving effect to the making of such payment of accrued unpaid interest. (iv) All accrued unpaid interest on the Tranche B Commitments Loans shall be paid due and payable in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstandingfull, in no event shall cash, upon the Total Utilization earlier to occur of Tranche B Commitments at any time exceed (x) the Tranche B Commitments then Maturity Date (or upon any earlier acceleration of the Tranche B Loans in effectaccordance with this Agreement) or (y) 95 days after the Final Continuing Obligations Repayment has occurred. (v) Except for payments required to be made in accordance with Sections 2.08(b)(iii) and 2.08(b)(iv), the Borrower shall not make any payment of accrued and unpaid interest on the Tranche B Loans.

Tranche B Loans. Each Subject to the terms and conditions hereof, each Lender severally agrees to lend make loans to Borrowers, on a joint and several basis, Borrower (herein called such Lender's "Tranche B Loans") upon Borrower's request from time to time during the period from the date of entry Tranche B Revolving Period, provided that (a) subject to Sections 3.3, 3.4 and 3.6, all Lenders are requested to make Tranche B Loans of the Interim same Type in accordance with their respective Percentage Shares and as part of the same Borrowing, (b) after giving effect to such Tranche B Loans, the Tranche B Facility Usage does not exceed the Tranche B Borrowing Order to but excluding Base (as defined in Section 2.10) and (c) the Termination Date an Aggregate Facility Usage does not exceed the Maximum Loan Amount. The aggregate amount of all Loans in any Borrowing of Tranche B Loans that are Base Rate Loans must be greater than or equal to $100,000 or must equal the remaining availability under the Tranche B Borrowing Base. The aggregate amount of all Loans in any Borrowing of Tranche B Loans that are Eurodollar Loans must be greater than or equal to $500,000 or must equal the remaining availability under the Tranche B Borrowing Base. Borrowers may have not exceeding its Pro Rata Share more than three Borrowings of Tranche B Loans that are Eurodollar Loans outstanding at any time. The obligation of Borrower to repay to each Lender the aggregate amount of the all Tranche B Commitments as Loans made by such Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such Lender's "Tranche B Loans, solely pursuant Note") made by Borrower payable to subsection 3.3B, it being understood that the entry order of such Lender in the Interim Borrowing Order in accordance form of Exhibit A-2 with the terms appropriate insertions. The amount of this Agreement is a condition precedent to each principal owing on any Lender's Tranche B Commitment, and Note at any given time shall be the aggregate amount of all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount Loans theretofore made by such Lender minus all payments of each Lender's principal theretofore received by such Lender on such Tranche B Commitment is set forth opposite its name Note. Interest on Schedule 2.1 annexed hereto and the aggregate original amount of the each Tranche B Commitments is $367,853,962.03; Note shall accrue and be due and payable as provided that the herein and therein. Each Tranche B Commitments of Lenders Note shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1Bdue and payable as provided herein and therein, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, due and shall be reduced payable in full on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on Maturity Date. Subject to the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date terms and all conditions hereof, Borrower may borrow, repay, and reborrow Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effecthereunder.

Tranche B Loans. (a) Each Tranche B Lender severally agrees to lend to Borrowersthe Borrower that amount set forth next to such Lender's name in Schedule 1B (the aggregate of all such ----------- amounts being referred to as the "Tranche B Principal Amount"; and together with the Tranche A Principal Amount, the "Principal Amount"). Subject to Section 3 of this Agreement, the Tranche B Principal Amount shall be repaid in full on July 31, 2001, unless the Acquisition has been completed on or prior to July 31, 2001, in which case the Tranche B Principal Amount shall be repaid in full on June 30, 2002 (such date, as applicable, being referred to as the "Tranche B Maturity Date" and together with the Tranche A Maturity Date as the "Maturity Dates"); provided that, unless the Tranche A Majority Lenders have elected to extend the Tranche A Maturity Date pursuant to Section 3.1, no amount shall be paid in respect of the Tranche B Loans unless and until the Borrower shall have paid in full all due and owing amounts in respect of the Tranche A Loans. Each Tranche B Loan shall be evidenced by a joint promissory note in the form set forth in Exhibit B hereto (each, a "Tranche B Note"; and several basistogether with the Tranche A ---------- Notes, the "Notes"). (b) The Borrower may, from time to time during after the period from Initial Disbursement Date (as defined below) but prior to the date the Acquisition is consummated, request the Tranche B Lenders to make additional loans (each such loan, an "Optional Tranche B Loan") in an aggregate principal amount for all such loans not to exceed $1,800,000 to the Borrower. Such request shall be made in writing on a business day which is at least 5 business days prior to the requested date of disbursement and such request shall be in a notice sent by the Borrower via facsimile (with telephonic confirmation) to each of the Tranche B Lenders. Such notice will state the following information: (i) the date of entry the requested disbursement of the Interim Borrowing Order to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of Optional Tranche B Loan and (ii) the aggregate amount of the Optional Tranche B Commitments as Loan being requested. Each Tranche B LoansLender shall indicate in writing (delivered via facsimile, with telephonic confirmation) to the Borrower by 12:00 p.m. of the business day immediately following the date on which the Borrower makes its request, whether such Tranche B Lender is willing to lend any portion of the requested Optional Tranche B Loan and, if so, the amount of such Optional Tranche B Loan it is willing to lend (such amount being, solely pursuant in respect of such requested Optional Tranche B Loan, such Tranche B Lender's "Disbursement Commitment.") At least 3 business days prior to subsection 3.3B, it being understood that the entry date of the Interim Borrowing Order in accordance with requested disbursement of the terms Optional Tranche B Loan, the Borrower shall notify those Tranche B Lenders which have Disbursement Commitments greater than zero of this Agreement the following: (i) the aggregate amount of Disbursement Commitments, (ii) whether the Borrower intends to borrow the requested Optional Tranche B Loan, and (iii) the portion of the Optional Tranche B Loan such Tranche B Lender shall be required to lend (which shall equal (1) if the aggregate amount of Disbursement Commitments is greater than the amount of the requested Optional Tranche B Loan, the product of (A) the requested Optional Tranche B Loan amount times (B) a condition precedent to each quotient, (I) the numerator of which is such Tranche B Lender's Tranche B Commitment, Disbursement Commitment and (II) the denominator of which is the aggregate of all Tranche B Lenders' Disbursement Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount in respect of each such requested Optional Tranche B Loan, (2) otherwise, such Tranche B Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratablyDisbursement Commitment.). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effect.

Tranche B Loans. (a) Each Tranche B Lender severally agrees to lend to Borrowershereby agrees, on the terms and subject to the conditions set forth herein and in the Credit Agreement, to make a joint and several basisTranche B Loan to the Borrowers on the Tranche B Funding Date (as defined below) in a principal amount not to exceed the amount set forth opposite such Tranche B Lender’s name on Schedule 1.1(f) as such Tranche B Lender’s “Tranche B Commitment” (with respect to each Tranche B Lender, from time the “Tranche B Commitment”); provided that the amount required to time during the period from the date of entry be funded by each Tranche B Lender with respect to its Tranche B Loan shall be equal to 98.50% of the Interim Borrowing Order stated principal amount of such Tranche B Lender’s Tranche B Loan. (b) The Tranche B Loans shall be designated as a new Tranche under the Credit Agreement, with terms and provisions identical to but excluding the Termination Tranche A-1 Loans, except as set forth below: (i) The Tranche B Commitments shall terminate upon the earlier of (i) the funding thereof on the Tranche B Funding Date (as defined below) and (ii) 5:00 p.m. (London time) on March 19, 2012. (ii) Any ABR Loan which is a Tranche B Loan shall have an aggregate amount not exceeding its Pro Rata Share Applicable ABR Margin of 3.00% per annum. (iii) Any LIBOR Loan which is a Tranche B Loan shall have an Applicable LIBOR Margin of 4.00% per annum. (iv) The Borrowers shall, jointly and severally, repay to the aggregate amount Administrative Agent after the Tranche B Funding Date, for the benefit of the Tranche B Commitments as Lenders, on each date set forth below (or, if not a Business Day, the immediately preceding Business Day) (each, a “Tranche B Loan Repayment Date”), a principal amount in respect of the then-outstanding Tranche B Loans equal to (x) the outstanding principal amount of Tranche B Loans on the Tranche B Funding Date, multiplied by (y) the percentage set forth below opposite such Tranche B Loan Repayment Date (a “Tranche B Loan Repayment Amount”): June 30, 2012 0.25 % September 30, 2012 0.25 % December 31, 2012 0.25 % March 31, 2013 0.25 % June 30, 2013 0.25 % September 30, 2013 0.25 % December 31, 2013 0.25 % March 31, 2014 0.25 % June 30, 2014 0.25 % September 30, 2014 0.25 % December 31, 2014 0.25 % March 31, 2015 0.25 % June 30, 2015 0.25 % September 30, 2015 0.25 % December 31, 2015 0.25 % March 31, 2016 0.25 % June 30, 2016 0.25 % September 30, 2016 0.25 % December 31, 2016 0.25 % March 31, 2017 0.25 % June 30, 2017 0.25 % September 30, 2017 0.25 % December 31, 2017 0.25 % March 31, 2018 0.25 % June 30, 2018 0.25 % September 30, 2018 0.25 % December 31, 2018 0.25 % Notwithstanding anything to the contrary contained herein, all outstanding principal amounts of the Tranche B Loans, solely pursuant to subsection 3.3Bincluding interest payable thereon, it being understood that shall be due and payable on March 19, 2019 (or, if not a Business Day, the entry of immediately preceding Business Day) (the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's “Tranche B Commitment, and all Maturity Date”). (v) The Tranche B Commitments Loans shall immediately terminate should the Interim Borrowing Order have a Weighted Average Yield of 5.46%. (vi) The Borrowers shall not be so entered. The original amount of each Lender's permitted to voluntarily prepay the Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and Loans prior to the aggregate original amount first anniversary of the Tranche B Commitments is $367,853,962.03; provided that Signing Date. From and after such first anniversary, the Borrowers may prepay the Tranche B Commitments Term Loans at 100% of Lenders shall be adjusted the principal amount thereof and accrued interest to give effect the date of payment plus, if such prepayment occurs on or after the first but prior to any assignments the second anniversary of the Tranche B Commitments pursuant Signing Date, a prepayment premium equal to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry 1.00% of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an principal amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectso prepaid.

Tranche B Loans. Each (a) Subject to and upon the terms and conditions contained herein, Tranche B Loan Lender severally (i) has made the Tranche B Loans to Borrower on October 19, 2005 in an amount equal to the Tranche B Borrowing Base as in effect on the date hereof and (ii) agrees to lend make Tranche B Loans to Borrowers, Borrower on a joint and several basis, from time the Tranche B Borrowing Base Increase Date in an amount equal to time during the period from Supplemental Tranche B Borrowing Base as then in effect based on the most recent calculation thereof prior to the date of entry such Tranche B Loans. Any amounts repaid in respect of the Interim Borrowing Order Tranche B Loans may be reborrowed up to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments Borrowing Base as then in effect upon not less than three (3) Business Days’ prior written notice by Borrower to Tranche B LoansLoan Lender and Agent. (i) Subject to Section 6.4 hereof, solely pursuant Borrower shall pay to subsection 3.3BAgent, it being understood that for the entry benefit of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B CommitmentLoan Lender, and all Tranche B Commitments shall immediately terminate should interest on the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original outstanding principal amount of the Tranche B Commitments is $367,853,962.03; provided that Loans at the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably)Loan Interest Rate. Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder All interest accruing with respect to the Tranche B Loans hereunder on and after the Maturity Date or the date of any Event of Default or termination hereof shall be payable on demand in accordance with Section 6.4 hereof. (ii) All interest charges related to the Tranche B Commitments Loans shall be (A) calculated based upon the applicable Tranche B Loan Interest Rate, (B) calculated on the basis of a three hundred sixty (360) day year and actual days elapsed and (C) paid monthly in full arrears to Agent on the first day of each calendar month, or at Agent’s option, charged to Borrower’s account(s) maintained by Agent as of the first day of each calendar month subject to Section 6.4 hereof. (iii) In no later event shall charges constituting interest payable by Borrower to Agent, for the benefit of Tranche B Loan Lender, exceed the maximum amount or the rate permitted under any applicable law or regulation, and if any such part or provision of this Agreement or any of the other Financing Agreements is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto. (c) In the event that the aggregate principal amount of the Tranche B Loans outstanding at any time exceeds the Tranche B Borrowing Base after giving effect to any regularly scheduled monthly reduction thereof, Borrower shall immediately repay to Tranche B Loan Lender the entire amount of any such excess, subject to the terms of Section 6.4 hereof. (d) Borrower shall not make any prepayments in respect of the Tranche B Loans other than that datethe mandatory prepayments required under Section 2.4(c) above; except, that, Borrower may make voluntary prepayments of the Tranche B Loans with the prior written consent of Agent as to any such prepayment or upon the satisfaction of each of the following conditions: (i) as of the date of any such prepayment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing and (ii) immediately after giving effect to any such prepayment, Excess Availability shall be not less than $5,000,000. (e) Borrower agrees to pay Agent for the benefit of the Tranche B Loan Lender the fees and other amounts set forth in the Tranche B Loan Fee Letter in the amounts and at the time specified therein. (f) Agent, on behalf of Borrower, agrees to record the Tranche B Loans on the Register referred to in Section 14.7(c) hereof. Amounts borrowed under this subsection 2.1A(iiAny Tranche B Loans recorded on the Register (the “Registered Tranche B Loans”) and subsequently repaid may not be reborrowedevidenced by a promissory note other than a Registered Tranche B Loan Note (as defined below). Anything contained in this Agreement Upon the registration of such Tranche B Loan, any promissory note (other than a Registered Tranche B Loan Note) evidencing the same shall be null and void and shall be returned to Borrower. Borrower agrees, at the contrary notwithstanding, in no event shall the Total Utilization request of Tranche B Commitments at any time exceed the Loan Lender, to execute and deliver to Tranche B Commitments then Loan Lender a promissory note in effectregistered form reasonably acceptable to Tranche B Loan Lender to evidence such Tranche B Loans (that is, containing registered note language) and registered as provided in Section 14.7(c) hereof (a “Registered Tranche B Loan Note”), payable to the order of Tranche B Loan Lender and otherwise duly completed. Once recorded on the Register, the Obligations evidenced by such Registered Tranche B Loan Note may not be removed from the Register so long as it remains outstanding and a Registered Tranche B Loan Note may not be exchanged for a promissory note that is not a Registered Tranche B Loan Note.

Tranche B Loans. Each Tranche B Lender hereby severally agrees agrees, subject to the limitations set forth in subsection 2.1A(iii) below with respect to the maximum amount of Loans permitted to be outstanding from time to time, to lend to Borrowers, on a as joint and several basisobligors, from time to time during the period from the date of entry of the Interim Borrowing Order Effective Date to but excluding the Commitment Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of Commitments to be used for the purposes identified in subsection 2.5A. Each Tranche B Commitments as Lender's commitment to make Tranche B Loans, solely Loans to Borrowers pursuant to this subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement 2.1A is a condition precedent to each Lender's herein called its "Tranche B Commitment, " and such commitments of all Tranche B Commitments shall immediately terminate should Lenders in the Interim Borrowing Order not be so entered. aggregate are herein called the "Tranche B Commitments." The original amount of each Lender's Tranche B Commitment as of the Effective Date is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original Tranche B Commitments as of the Effective Date is $10,350,000; provided, that the amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably)2.4. Each Lender's Tranche B Commitment shall expire on the Commitment Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) 2.1A may be repaid and subsequently repaid may not be reborrowed. Anything contained in this Agreement reborrowed to but excluding the contrary notwithstanding, in no event shall the Total Utilization of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectCommitment Termination Date.

Tranche B Loans. Each Subject to the terms and conditions set forth herein, each Lender severally agrees to lend to Borrowerswith a Tranche B Commitment may, on a joint an uncommitted basis and several basisin its sole and absolute discretion, make revolving loans to the Borrowers in Dollars (the “Tranche B Loans”) from time to time on any Business Day during the period from the date of entry of the Interim Borrowing Order Availability Period in an aggregate principal amount up to but excluding the Termination Date an aggregate amount not exceeding its Pro Rata Share of the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each such Lender's ’s Tranche B Commitment; provided that, and all after giving effect to the making of any Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the Tranche B Loans and the Tranche B Commitments shall be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstandingLoan, in no event shall (i) the Total Utilization of Tranche B Commitments at Credit Exposure (excluding any time applicable PIK Interest/Fees) of any such Lender exceed its Tranche B Commitment and (ii) the aggregate Tranche B Credit Exposure (excluding any applicable PIK Interest/Fees) of all Tranche B Lenders exceed the aggregate Tranche B Commitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may request to borrow, prepay and reborrow Tranche B Loans. Each Borrower acknowledge and agrees that the Lenders shall have no obligation to make any Tranche B Loans under this Agreement, and that the making of one or more Tranche B Loans shall not obligate any Lender to make any future Tranche B Loans hereunder. Nothing contained in this Agreement shall be deemed to create any commitment on the part of any Lender to make any Tranche B Loans hereunder or to affect, impair or diminish the right of any Lender in its sole discretion to refuse to honor any request for a Tranche B Loan or otherwise fund any such requested advance.

Tranche B Loans. Each Lender Subject to the terms and conditions hereof, Tranche B Lenders severally agrees agree to lend make loans to Borrowers, on a joint and several basis, Borrower (herein called such Tranche B Lender's "Tranche B Loans") from time to time on any Business Day during the period from the date of entry Tranche B Commitment Period so long as (i) all Tranche B Lenders are requested to make Tranche B Loans of the Interim Borrowing Order to but excluding same Type in accordance with their respective Tranche B Percentage Shares and as part of the Termination Date an aggregate amount not exceeding its Pro Rata Share same Borrowing, (ii) the sum of (a) the aggregate amount of all Tranche B Loans outstanding plus (b) the LC Obligations outstanding does not exceed the Tranche B Commitments as Commitment at any time and (iii) the aggregate amount of all Loans (including Committed Loans and Competitive Bid Loans) and all LC Obligations does not exceed the Commitment. The aggregate amount of all Tranche B LoansLoans in any Borrowing must be greater than or equal to $250,000 and must be a higher integral multiple of $100,000 or must equal the unadvanced portion of the Tranche B Commitment. In addition to the foregoing, solely upon the making of each payment by the Issuing Bank pursuant to subsection 3.3Bany LC, it being understood that Borrower shall be deemed to have requested each Tranche B Lender to, and such Tranche B Lender shall, make a Tranche B Loan in the entry amount of such Tranche B Lender's Tranche B Percentage Share of Borrower's consequent reimbursement obligation and apply the Interim proceeds thereof to the payment of such reimbursement obligation. When any Matured LC Obligations is repaid with proceeds of a Borrowing, such Matured LC Obligations so repaid shall be extinguished and such Borrowing Order in accordance with shall be governed by the terms of this Agreement is a condition precedent applicable to all other Borrowings. Any such Borrowings are Borrowings of Committed Base Rate Loans unless otherwise designated by Borrower in compliance with the notice requirements set forth in Section 2.2. The obligation of Borrower to repay to each Tranche B Lender the aggregate amount of all Tranche B Loans made by such Tranche B Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note made by Borrower payable to the order of such Tranche B Lender (herein called such Tranche B Lender's "Tranche B Note") in the form of Exhibit B with appropriate insertions. The amount of principal owing on any Tranche B Lender's Tranche B Commitment, and all Tranche B Commitments Note at any given time shall immediately terminate should be the Interim Borrowing Order not be so entered. The original aggregate amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced from time to time by the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and theretofore by such Tranche B Lender made minus all other amounts owed hereunder with respect to payments of principal theretofore received by such Tranche B Lender on its Tranche B Note. Principal paid or prepaid on the Tranche B Loans Notes may, subject to the terms and conditions hereof, be reborrowed during the Tranche B Commitments shall be paid in full no later than that dateCommitment Period. Amounts borrowed under this subsection 2.1A(ii) and subsequently repaid may not be reborrowed. Anything contained in this Agreement to the contrary notwithstanding, in no event shall the Total Utilization of Interest on each Tranche B Commitments at any time exceed the Tranche B Commitments then in effectNote shall accrue and be payable as provided herein and therein."

Tranche B Loans. Each Subject to the terms and conditions set forth in this Agreement, each Lender severally agrees to lend make Tranche B Loans to Borrowers, on a joint and several basis, the Borrowers from time to time during the period from and including the date of entry of the Interim Borrowing Order Tranche B Commencement Date to but excluding the Commitment Termination Date an aggregate amount Date; provided that, immediately after each such Tranche B Loan is made, such Lender's Outstanding Tranche B Amount shall not exceeding exceed its Pro Rata Share Tranche B Commitment. Each Borrowing of Tranche B Loans shall be borrowed from the several Lenders ratably in proportion to their respective Tranche B Commitments. Within the limits specified herein, the Borrowers may borrow Tranche B Loans, repay such borrowing and reborrow Tranche B Loans pursuant to the terms of this Agreement. As used in this Section 2.01(b), "Tranche B Commencement Date" means the later of (i) the date, if any, on which Supermajority Lenders in their sole discretion shall have consented in writing to a request by the Borrowers (delivered to the Administrative Agent and the Lenders) that Lenders permit Tranche B Loans to be borrowed hereunder, and (ii) the date specified as the proposed initial date of borrowing of Tranche B Loans in a Notice of Borrowing delivered to the Administrative Agent pursuant to Section 2.02. Notwithstanding anything to the contrary contained herein, Supermajority Lenders may in their sole discretion, together with any consent described in the preceding sentence, prescribe additional limitations on the aggregate amount of the Tranche B Commitments as Tranche B Loans, solely pursuant Loans permitted to subsection 3.3B, it being understood that the entry of the Interim Borrowing Order in accordance with the terms of this Agreement is a condition precedent to each Lender's Tranche B Commitment, and all Tranche B Commitments shall immediately terminate should the Interim Borrowing Order not be so entered. The original amount of each Lender's Tranche B Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate original amount of the Tranche B Commitments is $367,853,962.03; provided that the Tranche B Commitments of Lenders shall be adjusted to give effect to any assignments of the Tranche B Commitments pursuant to subsection 10.1B, and shall be reduced borrowed from time to time by time, the amount of any reductions thereto made pursuant to subsection 2.4A or 6.12, and shall be reduced on the date of entry of the Interim Borrowing Order and on the date of entry of the Final Borrowing Order to an amount (on each date) equal to the maximum amount which is on such date, or at any time thereafter may become, available to be drawn under the Existing L/Cs (and any reduction of the Tranche B Commitments on the date of entry of the Interim Borrowing Order or the Final Borrowing Order shall be applied to each Lender's Tranche B Commitment ratably). Each Lender's Tranche B Commitment shall expire on the Termination Date and all Tranche B Loans and all other amounts owed hereunder with respect to the increments for borrowing Tranche B Loans and the Tranche B Commitments shall times such Borrowings may be paid in full no later than that date. Amounts borrowed under this subsection 2.1A(ii) made hereunder and subsequently repaid may not be reborrowed. Anything contained in this Agreement other terms and conditions relating to the contrary notwithstanding, in no event shall the Total Utilization availability of Tranche B Commitments at any time exceed the Tranche B Commitments then in effectLoans.