Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. (a) Each Tranche B Lender agrees to lend to the 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 promissory note in the form set forth in Exhibit B hereto (each, a "Tranche B Note"; and together with the Tranche A ---------- Notes, the "Notes").

Tranche B Loans. (a) Each Tranche B Lender agrees Subject to lend to and upon the Borrower that amount terms and conditions 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 Lender shall, upon the Borrowers' request, advance to Borrowers from time to time on the first Business Day of any calendar month ("Tranche B Principal Amount shall be repaid in full on July 31Advance Date") commencing November 3, 20011997, unless the Acquisition has been completed on or but 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" , Tranche B Loans; provided, however, that the aggregate principal -------- ------- balance of Tranche B Loans advanced hereunder 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 Letter of Credit Obligations shall be paid in respect of not exceed at any time the Tranche B Loans unless and until the Borrower shall have paid Commitment as in full all due and owing amounts in respect effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of the Tranche A Loans. Each a Tranche B Loan shall not exceed $700,000 and only one (1) Advance may be borrowed on any Tranche B Advance Date. The Tranche B Loans shall be evidenced by a promissory note note, substantially in the form set forth of Exhibit E attached --------- hereto, payable to the Lender in Exhibit a principal amount equal to the Tranche B hereto Commitment (eachtogether with any extension, a renewal, modification or replacement thereof or therefor, the "Tranche B Note"; ). To the extent Tranche B Loans are repaid, they may not be reborrowed, and together with the repayment of a Tranche B Loan shall reduce Exhibit D to Second Amended and Restated Credit Agreement dated as of August 15, 1996 FORM OF AMENDED AND RESTATED TRANCHE A ---------- Notes, the "Notes").NOTE

Tranche B Loans. Subject to the terms and conditions of this Agreement (aincluding, without limitation, Section 2.13(a) Each and Article 6), each Tranche B Lender severally agrees to lend make one or more loans to the Borrower that amount set forth next from time to such Lender's name in Schedule 1B (time from and including the aggregate of all such ----------- amounts being referred New Advance Date 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, but excluding the Tranche B Principal Amount shall be repaid in full on July 31, 2001, unless Commitment Termination Date up to but not exceeding the Acquisition has been completed on or prior to July 31, 2001, in which case the amount of such Tranche B Principal Amount shall be repaid in full on June 30, 2002 (such date, as applicable, being referred to as the "Lender's Tranche B Maturity Date" and together with Commitment as then in effect; provided, however, that 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 aggregate outstanding principal 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 aggregate outstanding principal amount of the Tranche A LoansC Loans used to pay Permitted Third-Party Expenses shall not at any time exceed the Permitted Third-Party Expenses Borrowing Base. Each Notwithstanding anything to the contrary contained in this Agreement, the Borrower, the Administrative Agent and the Lenders agree that, as of the Closing Date, the aggregate outstanding principal amount of the Original Tranche B Loan Loans is $1,040,430.75, which amount shall be evidenced deemed outstanding as Tranche B Loans hereunder. (Such loans referred to in this Section 2.1(b) now or hereafter made or deemed made by a promissory note in the form set forth in Exhibit Tranche B hereto (eachLenders to the Borrower, a including, without limitation, such loans which remain outstanding after the Tranche B Commitment Termination Date, are hereinafter collectively called the "Tranche B NoteLoans"; and together with .) The Borrower may not reborrow the Tranche A ---------- NotesB Loans which have been repaid. The parties hereto hereby agree that, as of the Closing Date, the "Notes")aggregate outstanding principal amount of the Tranche B Loans is $1,040,430.75.

Tranche B Loans. On the Second Restatement Date (aafter giving effect to the Master Assignment), (i) Each the Existing Tranche B Lender agrees to lend to the Borrower that amount set forth next to such Lender's name in Schedule 1B (the aggregate of all such ----------- amounts being referred to Term Loans shall continue as the "Tranche B Principal Amount"; Loans" hereunder and together with (ii) the Tranche A Principal Amount, the "Principal Amount"). Subject to Section 3 of this Agreement, the Tranche B Principal Amount Borrower shall be have 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 with the Borrower shall have paid in full all due and owing amounts in respect proceeds of the Arch 12 3/4% Senior Notes and Tranche A Loans. Each Subject to the terms and conditioNS hereof, each Tranche B Loan shall be evidenced by a promissory note in the form set forth in Exhibit B hereto Lender severally agrees to make loans (each, each a "TRANCHE B LOAN" and, collectively with all other Tranche B Note"; and together Loans of such Tranche B Lender and/or with the Tranche A ---------- NotesB Loans of each other Tranche B Lender, the "NotesTRANCHE B LOANS")) to the Borrower from time to time during the Tranche B Commitment Period, PROVIDED THAT immediately after giving effect thereto (i) the outstanding Tranche B Loans of such Tranche B Lender shall not exceed such Tranche B Lender's Tranche B Commitment, and (ii) the outstanding Tranche B Loans of all Tranche B Lenders shall not exceed the Aggregate Tranche B Commitments. During the Tranche B Commitment Period, the Borrower may borrow, prepay in whole or in part and reborrow under the Aggregate Tranche B Commitments, all in accordance with the terms and conditions of this Agreement.

Tranche B Loans. (a) Each Lender severally agrees to continue and convert that portion of its Existing Term Loan, Existing Revolving Loan and Existing Swap Obligation shown on ANNEX I as its "Tranche B Lender Portion" of such Existing Loans and Existing Swap Obligations as and to a term loan hereunder (each a "TRANCHE B LOAN" and, collectively, the "TRANCHE B LOANS") on the Effective Date (and the Borrower hereby agrees to lend such continuation and conversion), so that on the Effective Date, after giving effect to such continuation and conversion of Existing Loans and Existing Swap Obligations for all Lenders, each Lender will hold a Tranche B Loan in the Borrower that principal amount set forth next to such Lender's opposite its name in Schedule 1B (on ANNEX I hereto and 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 shall be $19,202,000 as of the Borrower date hereof; PROVIDED that the Tranche B Loan of any Lender shall have paid in full all due and owing amounts in respect be adjusted to give effect to any assignments of the Tranche A LoansB Loans after the Effective Date pursuant to Section 12.04. Each Amounts continued as and converted to Tranche B Loan shall Loans under this Section 2.01(b) and subsequently repaid or prepaid may not be evidenced by a promissory note in the form set forth in Exhibit B hereto (each, a "Tranche B Note"; and together with the Tranche A ---------- Notes, the "Notes")reborrowed.

Tranche B Loans. Subject to the terms and conditions set forth herein, (ai) Each each Lender hereby severally and not jointly agrees to make loans (each a "TRANCHE B LOAN") to the Borrowers in Dollars from time to time on any Business Day during the period from the Closing Date to the Tranche B Lender agrees Termination Date, in an aggregate amount not to lend to the Borrower that amount set forth next to exceed at any time outstanding 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 Pro Rata Share of the Tranche B Loans unless and until Amount; PROVIDED, however, in no event shall the Borrower shall have paid in full all due and owing amounts in respect outstanding amount of the Tranche A B Loans, when added to the sum of (i) the Revolving Credit Obligations at such time PLUS (ii) the amount of the Foreign Exchange Exposure at such time PLUS (iii) the amount of the Obligations at such time attributable to corporate credit cards or cash management functions including Automated Clearing House (ACH) functions performed by Citibank, exceed the amount of the Commitments. Each All Tranche B Loans comprising the same Borrowing hereunder shall be made by the Lenders simultaneously and proportionately to their then respective Pro Rata Shares. Subject to the provisions hereof, any Borrower may repay any out standing Tranche B Loan on any day which is a Business Day and any amounts so repaid may be reborrowed, up to the amount available under this SECTION 2.01A(A) at the time of such Borrowing, until the Tranche B Termination Date. Each Borrowing shall be evidenced by a promissory note denominated in the form set forth in Exhibit B hereto (each, a "Tranche B Note"; and together with the Tranche A ---------- Notes, the "Notes")Dollars.