Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. Subject to and upon the terms and conditions set forth in 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 Advance Date") commencing November 3, 1997, but prior to the Tranche B Maturity Date, Tranche B Loans; provided, however, that the aggregate principal -------- ------- balance of Tranche B Loans advanced hereunder and the Letter of Credit Obligations shall not exceed at any time the Tranche B Commitment as in effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of 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, substantially in the form of Exhibit E attached --------- hereto, payable to the Lender in a principal amount equal to the Tranche B Commitment (together with any extension, 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 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 NOTE

Tranche B Loans. Subject to and upon (a) Upon the terms and conditions set forth and relying on the representations and warranties contained in this AgreementAgreement and the other Loan Documents, the each Tranche B Lender shall, upon the Borrowers' request, advance severally agrees to Borrowers from time to time on the first Business Day of any calendar month make Loans (each a "Tranche B Advance DateLoan") commencing November 3, 1997, but prior to during the Tranche B Maturity DateCommitment Period on a revolving basis to or for the benefit of the Borrowers, or any combination of them, in an aggregate principal amount not to exceed at any time outstanding the lesser of the Tranche B LoansFacility Amount of such Tranche B Lender or the Percentage Share of such Tranche B Lender of the Tranche B Borrowing Base then in effect (for each Tranche B Lender, its "Tranche B Commitment"); provided, however, that the aggregate principal -------- ------- balance of Tranche B Loans advanced hereunder and the Letter of Credit Obligations shall not exceed at any time the lesser of (y) the Tranche B Commitment as Amount or (z) the difference between the Tranche B Borrowing Base then in effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of a Tranche B Loan shall not exceed $700,000 and only one (1) Advance may be borrowed on any Tranche B Advance Dateminus the Borrowing Base then in effect. The Tranche B Loans shall be evidenced made from time to time on any Business Day designated by the Borrowers in a promissory noteTranche B Borrowing Request but only to the extent such Tranche B Loan requested exceeds the Available Tranche A Commitment at such time. (b) Subject to the terms of this Agreement, substantially during the Tranche B Commitment Period, the Borrowers may borrow, repay, and reborrow and convert Tranche B Loans of one type or with one Interest Period into Tranche B Loans of another type or with a different Interest Period. Except for prepayments made pursuant to Section 2.13, each borrowing, conversion, and prepayment of principal, in the form case of Exhibit E attached --------- heretoBase Rate Loans, payable shall be in an amount at least equal to $100,000 and in multiples of $100,000 thereafter and, in the case of LIBO Rate Loans, shall be in an amount at least equal to $1,000,000 and in multiples of $100,000 thereafter. Each borrowing, prepayment, or conversion of or into a Tranche B Loan of a different type or, in the case of a LIBO Rate Tranche B Loan, having a different Interest Period, shall be deemed a separate borrowing, conversion, and prepayment for purposes of the foregoing, one for each type of Tranche B Loan or Interest Period. Anything in this Agreement to the Lender contrary notwithstanding, the aggregate principal amount of LIBO Rate Tranche B Loans having the same Interest Period shall be at least equal to $1,000,000; and if any LIBO Rate Loan would otherwise be in a lesser principal amount for any period, such Tranche B Loan shall be a Base Rate Loan during such period. (c) Not later than noon, Eastern Standard or Daylight Savings Time, as the case may be, on the date specified for each borrowing of a Tranche B Loan, each Tranche B Lender shall make available to the Agent an amount equal to the Percentage Share of such Tranche B Lender of the borrowing to be made on such date, at an account designated by the Agent, for the account of the Borrower. The amount so received by the Agent shall, subject to the terms and conditions hereof, be made available to the Borrowers in immediately available funds by no later than 1:00 p.m. Eastern Standard or Daylight Savings Time, as the case may be, in an account designated from time to time by the Borrowers. All Tranche B Loans by each Tranche B Lender shall be maintained at the Applicable Lending Office of such Lender and shall be evidenced by the Tranche B Note of such Lender. (d) The failure of any Tranche B Lender to make any Tranche B Loan required to be made by it hereunder shall not relieve any other Tranche B Lender of its obligation to make any Tranche B Loan required to be made by it, and no Tranche B Lender shall be responsible for the failure of any other Tranche B Lender to make any Tranche B Loan. (e) The Borrowers shall have the right at any time and from time to time, upon three (3) Business Days' prior and irrevocable written notice to the Agent, to terminate or reduce the Tranche B Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $1,000,000 as determined by the Borrowers and in integral multiples of $1,000,000, and (ii) allocated (A) either ratably among the Tranche B Lenders in proportion to their respective Tranche B Commitments; or (B) in the case of a termination of the Tranche B Commitment (together with any extension, renewal, modification or replacement thereof or therefor, the "of a dissenting Tranche B Note"Lender pursuant to Section 2.12(h). To the extent , allocated solely to such Tranche B Loans are repaidLender; provided, they that the Tranche B Commitment Amounts may not be reborrowed, and reduced to an amount less than the repayment of a Tranche B Loan Balance. The Agent shall reduce Exhibit D give prompt notice to Second Amended each Tranche B Lender of any termination or reduction of the Tranche B Commitments. Any termination of the Tranche B Commitments pursuant to this Section 2.3(e) is permanent and Restated Credit Agreement dated as of August 15, 1996 FORM OF AMENDED AND RESTATED TRANCHE A NOTEmay not be revoked.

Tranche B Loans. On the Second Restatement Date (after giving effect to the Master Assignment), (i) the Existing Tranche B Term Loans shall continue as "Tranche B Loans" hereunder and (ii) the Borrower shall have repaid the Tranche B Loans with the proceeds of the Arch 12 3/4% Senior Notes and Tranche A Loans. Subject to the terms and upon conditioNS hereof, each Tranche B Lender severally agrees to make loans (each a "TRANCHE B LOAN" and, collectively with all other Tranche B Loans of such Tranche B Lender and/or with the Tranche B Loans of each other Tranche B Lender, the "TRANCHE 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 set forth in 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 Advance Date") commencing November 3, 1997, but prior to the Tranche B Maturity Date, Tranche B Loans; provided, however, that the aggregate principal -------- ------- balance of Tranche B Loans advanced hereunder and the Letter of Credit Obligations shall not exceed at any time the Tranche B Commitment as in effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of 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, substantially in the form of Exhibit E attached --------- hereto, payable to the Lender in a principal amount equal to the Tranche B Commitment (together with any extension, 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 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 NOTE.

Tranche B Loans. Subject to and upon the terms and conditions set forth in of this AgreementAgreement (including, without limitation, Section 2.13(a) and Article 6), each Tranche B Lender severally agrees to make one or more loans to the Lender shall, upon the Borrowers' request, advance to Borrowers Borrower from time to time on from and including the first Business Day of any calendar month ("Tranche B New Advance Date") commencing November 3, 1997, Date to but prior to excluding the Tranche B Maturity Date, Commitment Termination Date up to but not exceeding the amount of such Tranche B LoansLender's Tranche B Commitment as then in effect; provided, however, that the aggregate outstanding principal -------- ------- balance amount of the Tranche B Loans advanced hereunder and the Letter aggregate outstanding principal amount of Credit Obligations the Tranche C Loans used to pay Permitted Third-Party Expenses shall not exceed at any time exceed the Permitted Third-Party Expenses Borrowing Base. 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 Loans is $1,040,430.75, which amount shall be 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 the Tranche B Lenders to the Borrower, including, without limitation, such loans which remain outstanding after the Tranche B Commitment as in effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of a Tranche B Loan shall not exceed $700,000 and only one (1) Advance may be borrowed on any Tranche B Advance Termination Date. The Tranche B Loans shall be evidenced by a promissory note, substantially in the form of Exhibit E attached --------- hereto, payable to the Lender in a principal amount equal to the Tranche B Commitment (together with any extension, renewal, modification or replacement thereof or therefor, are hereinafter collectively called the "Tranche B NoteLoans"). To .) The Borrower may not reborrow the extent Tranche B Loans are which have been repaid. The parties hereto hereby agree that, they may not be reborrowedas of the Closing Date, and the repayment aggregate outstanding principal amount of a the 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 NOTELoans is $1,040,430.75.

Tranche B Loans. Subject Each Lender severally agrees to continue and upon the terms convert that portion of its Existing Term Loan, Existing Revolving Loan and conditions set forth in this Agreement, the Lender shall, upon the Borrowers' request, advance to Borrowers from time to time Existing Swap Obligation shown on the first Business Day of any calendar month (ANNEX I as its "Tranche B Advance DatePortion" 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") commencing November 3on the Effective Date (and the Borrower hereby agrees to such continuation and conversion), 1997, but prior to so that on the Tranche B Maturity Effective Date, Tranche B Loans; providedafter giving effect to such continuation and conversion of Existing Loans and Existing Swap Obligations for all Lenders, however, that the aggregate principal -------- ------- balance of Tranche B Loans advanced hereunder and the Letter of Credit Obligations shall not exceed at any time the Tranche B Commitment as in effect at such time (as such Tranche B Commitment may be reduced pursuant to this Agreement); any Advance of each Lender will hold a Tranche B Loan shall not exceed $700,000 in the principal amount set forth opposite its name on ANNEX I hereto and only one (1) Advance may be borrowed on any Tranche B Advance Date. The the aggregate amount of the Tranche B Loans shall be evidenced by a promissory note, substantially in $19,202,000 as of the form of Exhibit E attached --------- hereto, payable to the Lender in a principal amount equal to date hereof; PROVIDED that the Tranche B Commitment (together with Loan of any extension, renewal, modification or replacement thereof or therefor, Lender shall be adjusted to give effect to any assignments of the "Tranche B Note"). To the extent Tranche B Loans are repaid, they after the Effective Date pursuant to Section 12.04. Amounts continued as and converted to Tranche B Loans under this Section 2.01(b) and subsequently repaid or prepaid may not be reborrowed, and 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 NOTE.