Common use of Term Loans Clause in Contracts

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. (a) Pursuant to the terms and conditions of the Existing Credit Agreement, the Existing Lenders made, severally and not jointly, a “Term Loan” (under and as defined in the Existing Credit Agreement) to Borrower on the Original Closing Date in the aggregate principal amount of $100,000,000. The Borrower, Agent and each Existing Lender acknowledges and agrees that, as of the date hereof immediately prior to the effectiveness of this Agreement, $99,250,000 of the principal amount of the “Term Loan” (under and as defined in the Existing Credit Agreement) remains outstanding (the “Existing Term Loan”). Each of the Borrower, Agent and each Lender acknowledges and agrees that the outstanding principal amount of the Existing Term Loan shall for all purposes hereunder constitute and be referred to as a portion of the Term Loans hereunder. Subject to the terms and conditions of this Agreement, on the Closing Datecertain Lenders agree, each Lender then party to this Agreement severally (and not jointly) made , to make a term loan to Borrowers Borrower on the Restatement Effective Date in an amount not to exceed such Lender’s Restatement Effective Date Term Loan Commitment Percentage of the Restatement Effective Date Term Loan Commitment (such term loans, individually and collectively, the “Existing Restatement Effective Date Term LoansLoan”) in an amount equal to $20,000,000. Subject to ; the terms and conditions of this Agreement and the First Amendment, on the First Amendment Restatement Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Date Term Loan and the First Amendment Existing Term LoansLoan, collectivelytogether, the “Term Loans” and each individually, a “Term Loan”), in an amount equal . Upon written notice by any Lender to Borrower that a promissory note or other evidence of indebtedness is requested by such Lxxxxx’s Term Loan Commitment, such that after giving effect Lender to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of evidence the Term Loans hereunder shall be $60,000,000. All Term Loans shall and other Obligations owing or payable to, or to be made by, such Lender, Borrower shall promptly (and in any event within three (3) Business Days of any such request) execute and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of deliver to such Lender shall be terminated a promissory note substantially in the form attached hereto as Exhibit 2.4 (it being understood and agreed that the initial each such promissory note, a “Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective DateNote”).

Term Loans. Subject Prior to the terms Termination Date and conditions only in the absence of this Agreementa Default or an Event of Default, on Borrower shall have the Closing Date, each Lender then party option (the “Term Loan Option”) to this Agreement severally (and not jointly) made convert any Facility B Loan to a term loan (“Term Loan”) on the final Interest Payment Date with respect to Borrowers such Facility B Loan. Borrower shall pay to Lenders a fee of one percent (collectively1%) based on the amount of any and all Facility B Loans for which the Term Out option is exercised. Each Term Loan shall be repaid in 60 equal consecutive monthly principal payments, plus interest, calculated on the basis of 10-year amortization, with all remaining principal and interest to be due on the sixtieth (60th) and final Installment Payment Date; provided, that no Term Loan may extend beyond the useful economic life for the Borrower’s trade of the Vessels identified to such Term Loan as determined by an Appraiser. Unless Lenders may otherwise agree and except as provided in the next sentence, interest on any termed-out Facility B Loan shall accrue at the LIBOR Rate. Lenders will make a fixed-rate option available for any Term Loan upon request of Borrower, such rate shall be based on Lenders’ sole judgment of the then-current market conditions and financial performance of Borrower and Guarantors; provided, however, that Borrower will also be permitted to swap Lenders’ existing variable rate to a fixed rate with another lending institution. All documentation reflecting such Term Loan must be satisfactory to Lenders and their counsel and all fees, including legal fees and expenses, and expenses attendant thereon shall be paid by Borrower. No Term Loan Option shall be available for any Facility B Loan or aggregation of Facility B Loans of less than $500,000.00. Each Term Loan shall continue to be secured by all Collateral, provided, that, if after the Termination Date there are Term Loans outstanding and no Default or Event of Default is continuing, Lenders shall release Pool Vessels from the Lien of the Mortgage and their Proceeds from the Lien of the Assignments, commencing first with Non-Qualified Vessels, until, in the sole discretion of the Collateral Agent, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount Collateral ratio of the Term Loans hereunder shall be $40,000,000. Subject Vessels identified to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan is not greater than 2:3. Borrower shall execute and deliver to Collateral Agent any and all additional documentation, including, without limitation, notes in the First Amendment Term Loans, collectively, form of Exhibit C hereto (the “Term LoansLoan Notes” and each, a “Term Loan Note”), in an amount equal mortgages, amendments, assignments and other documentation as Collateral Agent may request to reflect such Term Loan, at Borrower’s expense, including, without limitation, attorneys’ fees. With respect to any Acquired Vessel not tendered as a Pool Vessel, a Term Loan may be secured by a mortgage on that vessel identified to such Lxxxxx’s Term Loan; provided, that no Vessel identified to a Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall may be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)a Pool Vessel.

Term Loans. Subject to the terms and conditions of this Agreement, (i) each Lender funding a Sixth Amendment Term Loan severally agrees to make available to the Borrowers on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made Sixth Amendment Effective Date such Lender’s Percentage of a term loan to Borrowers in Dollars (collectively, the “Existing Sixth Amendment Term LoansLoan”) in an amount the aggregate principal equal to the Term Facility Commitment Amount for the purposes hereinafter set forth; (ii) as set forth more fully in Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and (iii) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The proceeds of the Sixth Amendment Term Loan shall be used (i) to prepay, in full, the aggregate principal amount of the Fourth Amendment Term Loan and Fifth Amendment Term Loan outstanding as of the Sixth Amendment Effective Date and (ii) to repay certain Revolving Loans outstanding as of the Sixth Amendment Effective Date. From and after the Sixth Amendment Effective Date, the obligations with respect to the Fourth Amendment Term Loan and Fifth Amendment Term Loan shall be reduced to $20,000,0000. Subject It is understood and agreed that from and after the Sixth Amendment Effective Date, all references to the Term Loans shall mean the term loans made to the Borrowers on the Sixth Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the First Amendment, Notes. The Notes shall be executed and delivered to each respective Lender on the First Amendment Effective Datedate hereof and thereafter, each Lender severally (from time to time, as and not jointly) agrees to make an additional term loan to Borrowers (collectivelywhen requested by the Administrative Agent, acting at the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount direction of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each any Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. (i) Subject to the terms and conditions of contained in this Agreement, on the Closing Date, each Term Loan Lender then party to this Agreement (severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term a loan to the Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective DateClosing Date (each, the aggregate principal amount of the a “Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,Loan” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s and the Borrowers may borrow from the Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect Lenders on the Closing Date, were reduced up to $0 upon an aggregate principal amount equal to the funding Aggregate Term Loan Commitment Limit as allocated to the Term Loan Lenders as set forth on Schedule 2.01A hereto (collectively, the “Term Loan Commitments” and each individually, a “Term Loan Commitment”). The Term Loan Lenders shall have no obligation to make any advance in respect of the Existing Term Loans after the Closing Date or to readvance any principal sums repaid in respect of the Term Loans. The obligations of the Term Loan Lenders hereunder shall be several and not joint. The failure of any Term Loan Lender to make any Term Loan on the Closing Date shall not relieve any other Term Loan Lender of its corresponding obligation to do so on such date, and no Term Loan Lender shall be responsible for the failure of any other Term Loan Lender to so make its Term Loan. The Term Loans shall be evidenced, to the extent requested by the applicable Term Loan Lender, by the Borrowers’ Term Notes executed from time to time in the aggregate original principal amount equal to the Aggregate Term Loan Commitment Limit, each in the form of Exhibit A hereto (with all blanks appropriately completed) (as the same may be amended, supplemented, restated, extended, renewed or replaced from time to time, and including any replacement Term Notes issued to any assignee of the Loans or any Lender under Article XII hereof, referred to collectively as the “Term Notes”, and each individually, a “Term Note”), issued to, and payable to, each of the Term Loan Commitments of $20,000,000, under and as defined Lenders (or their respective registered assigns) in this Agreement as in effect on the First Amendment Effective Date, were reduced amounts equal to $0 upon the funding of the First Amendment their respective Term Loans on the First Amendment Effective Date)Loan Commitments.

Term Loans. Subject to the terms and conditions of this Agreementset forth herein, (i) each Lender party to the Existing Credit Agreement on the Closing DateDate having a Term Loan Commitment severally agreed to make, and did make, a Term Loan to the U.S. Borrower on the Closing Date in a principal amount not exceeding such Lender’s Term Commitment (ii) each Lender then party having a Delayed Draw Term Loan Commitment (as defined in the Existing Credit Agreement) severally agreed to this Agreement severally (make, and not jointly) made did make, a term loan Delayed Draw Term Loan to Borrowers (collectively, the “Existing U.S. Borrower on each Delayed Draw Term Loans”) Loan Credit Date in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of not exceeding such Lender’s Delayed Draw Term Loan Commitment (as defined in the Term Loans hereunder shall be $40,000,000. Subject Existing Credit Agreement) and (iii) each Lender having an Incremental Loan Commitment pursuant to the terms Existing Credit Agreement Incremental Loan Amendment severally agreed to make, and conditions of this Agreement and did make, an Incremental Loan to the Second AmendmentU.S. Borrower on November 26, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), 2010 in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of not exceeding such Lender’s Incremental Loan Commitment pursuant to the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in DollarsExisting Credit Agreement Incremental Loan Amendment. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making . Pursuant to the terms of the Second Amendment Existing Credit Agreement, the Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect made on the Closing Date, the Delayed Draw Term Loans, and the Incremental Loan made on November 26, 2010 were reduced to $0 upon the funding coordinated with, deemed an increase of, and constitute a part of the Existing Term Loans on the Closing Date and the Commitments, Term Loan Commitments of $20,000,000Borrowings or Term Loans, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)applicable.

Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of this Agreement, a term loan (the “Term A-1 Loan”) to the Borrower in Dollars on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) Date in an amount equal not to $20,000,000exceed such Lender’s Term A-1 Loan Commitment. Subject to the terms and conditions of this Agreement set forth herein and the First in Incremental Amendment, on the First Amendment Effective Date, each Incremental Term A-2 Lender severally (and not jointly) agrees to make an additional term loan Incremental Term A-2 Loans to Borrowers (collectivelythe Borrower in Dollars on the Initial Drawing Date and the Second Drawing Date, as the “First Amendment Term Loans”) case may be, in an aggregate amount equal not to exceed such LxxxxxIncremental Term A-2 Lender’s Incremental Term Loan Commitment, such that after giving effect to the First Amendment A-2 Commitment on the First Amendment Effective Bridge 2 Loan Closing Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement set forth herein and in the Second Third Amendment, on the Second Amendment Effective Date, each Bridge 1 Lender severally (and not jointly) agrees to make an additional term loan its portion of Bridge 1 Loans to Borrowers (collectively, the “Second Amendment Term Loans,” and together with Borrower in Dollars on the Existing Term Bridge 1 Loan and the First Amendment Term Loans, collectively, the “Term Loans”), Closing Date in an amount equal not to exceed such LxxxxxBridge Lender’s Term Bridge 1 Loan Commitment, such that after giving effect . Subject to the Second Amendment terms and conditions set forth herein and in the Fourth Amendment, each Bridge 2 Lender severally agrees to make its portion of Bridge 2 Loans to the Borrower in Dollars on the Second Amendment Effective Date, the aggregate principal Bridge 2 Loan Closing Date in an amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollarsnot to exceed such Bridge Lender’s Bridge 2 Loan Commitment. Amounts repaid in respect of on the Term Loans may not be reborrowedre-borrowed. The Term A-1 Loans, the Term A-2 Loans and upon each Lender’s making the Bridge Loans shall consist of Base Rate Loans only (except, with respect to any continuing Interest Periods for any Eurodollar Rate Loans as of the Second Amendment Term Loans on Bridge 2 Loan Closing Date but only until the Second Amendment Effective Date, any then outstanding Term Loan Commitment end of such Lender current Interest Period, at which time, such Eurodollar Rate Loan shall be terminated (it being understood automatically converted to a Base Rate Loan from and agreed that after such time), notwithstanding anything to the initial Term contrary set forth herein or in the other Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Documents.”

Term Loans. Subject (m) (i) Indebtedness of the Borrower and/or any Restricted Subsidiary, provided that (A) after giving Pro Forma Effect to the terms incurrence of such Indebtedness and conditions the use of this Agreement, on proceeds thereof (but without netting the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectivelyCash proceeds of such Indebtedness for purposes of calculating Unrestricted Cash), the “Existing Term Loans”Specified Permitted Indebtedness Ratio Requirement shall have been satisfied, (B) the final scheduled maturity of any such Indebtedness shall not be earlier than the latest Maturity Date in an amount equal to $20,000,000. Subject to effect as of the terms date of the incurrence thereof, (C) [reserved], (D) such Indebtedness satisfies the Specified Permitted Indebtedness Documentation Requirements, (E) at the time of incurrence of any such Indebtedness by Restricted Subsidiaries that are not Credit Parties and conditions of this Agreement after giving Pro Forma Effect thereto and the First Amendment, on use of the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Dateproceeds thereof, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of Indebtedness then outstanding under this Agreement and the Second Amendmentclause (i) incurred by Restricted Subsidiaries that are not Credit Parties, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of Refinancing Indebtedness then outstanding under clause (ii) below, shall not exceed the Non-Credit Party Cap, (F) the Permitted Intercreditor Agreement Requirement shall have been satisfied, and (G) the Administrative Agent shall have received a certificate, dated the date such Indebtedness is incurred and signed by an Authorized Officer of the Borrower, setting forth a reasonably detailed calculation confirming compliance with the condition set forth in clause (A) above; provided further that such Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be extended, renewed or refinanced with Long-Term Loans hereunder Indebtedness (and such bridge or other interim credit facility shall be $60,000,000. All Term Loans deemed to satisfy clause (B) above so long as (x) such credit facility includes customary “rollover” provisions that are subject to no conditions precedent other than (I) the occurrence of the date specified for the “rollover” and (II) that no payment or bankruptcy event of default shall have occurred and be made in continuing and repayable in Dollars. Amounts repaid (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (B) above); and (ii) any Refinancing Indebtedness in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated Indebtedness permitted under clause (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, i) above or under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Dateclause (ii).; 169

Term Loans. Subject As used herein the term "Term Loan Commitment Date" means the date, if it occurs, specified as the Term Loan Commitment Date in a notice from some or all of the Banks to the terms Borrower and conditions the Agent, with a copy to any Banks not a party thereto, in substantially the form of this AgreementAnnex 1 hereto (the "Term Loan Commitment Notice"), on setting forth their several commitments to make Term Loans in the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an aggregate amount equal of up to $20,000,000. Subject 15,000,000, upon the request of the Borrower, pursuant and subject to the terms and conditions of this Agreement and the First Amendmentother Loan Documents; provided, however, that the Term Loan Commitment Date may not be later than December 31, 2001. On the Term Loan Commitment Date, on the First Amendment Effective Dateterms and conditions set forth herein, each Lender Bank severally (and not jointly) agrees to make an additional term loan available to Borrowers (collectivelythe Borrower a Term Loan in the aggregate amount set forth in the Term Loan Commitment Notice. The Term Loans shall be fully funded by the Banks on the Term Loan Commitment Date, on which date a Term Loan Note shall be executed and delivered to the Agent for each Bank pursuant to Section 2.03(b). At the time of funding of the Term Loans, the “First Amendment Borrower shall pay to the Agent, for the account of each Bank funding the Term Loans”) , an upfront fee in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, 1.0% of the aggregate principal amount of the Term Loan funded by it. Interest on the Term Loans hereunder shall be $40,000,000payable at the rates and at the times set forth in Section 2.05. Subject On the Term Loan Maturity Date, a final payment shall be made with respect to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), Loans in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate remaining outstanding principal amount of the outstanding Term Loans, together with all accrued but unpaid interest thereon. Principal amounts of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans or prepaid may not be reborrowed, and upon each Lender’s making of after the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender Date, all Term Loans shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and made as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Refunding Loans.

Term Loans. Subject to the terms and conditions of this Agreement, on (a) On the Closing Date, each Initial Term Lender then party to this Agreement severally (that has an Initial Term Commitment severally, and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to agrees, on the terms and conditions set forth in this Agreement, to make term loans denominated in Dollars (each an “Initial Term Loan”) to the Borrower pursuant to such Initial Term Lender’s Initial Term Commitment. The Initial Term Loans shall not exceed (A) for any Initial Term Lender at the time of this Agreement incurrence thereof the amount of such Initial Term Lender’s Initial Term Commitment and (B) for all the First AmendmentInitial Term Lenders at the time of incurrence thereof the aggregate amount of the Initial Term Commitments of all Initial Term Lenders. The Initial Term Loans to be made by each Initial Term Lender will be made by such Initial Term Lender in the aggregate amount of its Initial Term Commitment in accordance with Section 2.07 hereof. (b) On one single occasion, during the period commencing on the First Amendment Effective day after the Closing Date and until the Delayed Draw Commitment Termination Date, each Delayed Draw Term Lender severally (that has a Delayed Draw Term Commitment severally, and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitmentagrees, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of set forth in this Agreement and the Second AmendmentAgreement, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan loans denominated in Dollars (each a “Delayed Draw Term Loan”) to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal Borrower pursuant to such LxxxxxDelayed Draw Term Lender’s Delayed Draw Term Loan Commitment, . The Delayed Draw Term Loans shall not exceed (A) for any Delayed Draw Term Lender at the time of incurrence thereof the amount of such that after giving effect to Delayed Draw Term Lender’s Delayed Draw Term Commitment and (B) for all the Second Amendment on Delayed Draw Term Lenders at the Second Amendment Effective Date, time of incurrence thereof the aggregate principal amount of the Delayed Draw Term Loans hereunder shall be $60,000,000Commitments of all Delayed Draw Term Lenders. All Term Loans Delayed Draw Commitments shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).terminate

Term Loans. (i) Subject to the terms and conditions set forth herein, the Lenders will make advances of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made their respective Initial Term Loan Commitment Percentages of a term loan to Borrowers (collectively, the “Existing Initial Term LoansLoan”) in an amount equal not to $20,000,000. Subject exceed the Initial Term Loan Commitment, which Initial Term Loan will be disbursed to the terms and conditions of this Agreement and the First Amendment, Borrower in Dollars in a single advance on the First Closing Date. The Initial Term Loan may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the Initial Term Loan may not be reborrowed. Immediately prior to the Fourth Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelythe Initial Term Loan Outstanding Amount was $72,000,000. On the Fourth Amendment Effective Date, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s remaining portion of the Initial Term Loan CommitmentOutstanding Amount, such that after giving effect to the First Fourth Amendment Replacement Transaction ($12,000,000), will be reallocated to the Revolving Commitments and be deemed to be a portion of the Outstanding Amount of the Revolving Loans from and after the Fourth Amendment Effective Date, subject to any Borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be, occurring after the Fourth Amendment Effective Date in accordance with the terms of this Agreement (the “Fourth Amendment Reallocation Transaction”). For the avoidance of doubt, on the First Fourth Amendment Effective Date, the aggregate principal amount of the Initial Term Loans hereunder Loan shall be $40,000,000. Subject deemed to the terms be paid in full and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)discharged.

Term Loans. Subject As of the 2018 Incremental Effective Date immediately prior to giving effect to the terms 2018 Joinder Agreement and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectivelyFifth Amendment, the outstanding principal amount of each Term Loan is set forth opposite to each Lender’s name under the column “Existing Outstanding Term Loans”) in an amount equal Loans Immediately Prior to $20,000,000the 2018 Incremental Effective Date” on Schedule 2.01(a). Subject to the terms and conditions of this Agreement and the First 2018 Joinder Agreement and Fifth Amendment, on the First Amendment Effective Date, each 2018 Incremental Term Lender severally (and not jointly) agrees to make an additional term loan a single 2018 Incremental Term Loan to Borrowers the Company in Dollars (collectivelyin one drawing only), on any Business Day during the 2018 Incremental Term Commitment Period (the date of the funding of such 2018 Incremental Term Loans being the “First Amendment 2018 Incremental Term LoansLoan Funding Date”) in an amount equal to not in excess of such Lxxxxx2018 Incremental Term Lender’s 2018 Incremental Term Commitment. After the 2018 Incremental Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Funding Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All 2018 Incremental Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of deemed Term Loans for all purposes of this Agreement. For the avoidance of doubt, upon the occurrence of such Term Borrowing, the Company shall cease to have the right or ability to request any additional Term Borrowing, other than a Term Borrowing made after the effectiveness of any Incremental Term Commitment pursuant to Section 2.14. Any part of the Term Borrowing repaid or prepaid may not be reborrowed, and upon each Lender’s making of the Second Amendment . Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall may be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and Base Rate Loans or Eurocurrency Rate Loans as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)further provided herein.”

Term Loans. Subject The Borrower shall repay to the terms Administrative Agent for the ratable account of the Appropriate Lenders (a) on the last Business Day of each March, June, September and conditions December, commencing with December 29, 2017, an aggregate principal amount (x) in Dollars equal to 0.25% of this Agreement, the aggregate principal amount of all Closing Date USD Term Loans outstanding on the Closing DateDate and (y) in Euros equal to 0.25% of the aggregate principal amount of all Closing Date Euro Term Loans outstanding on the Closing Date (in each case, each Lender then party to this Agreement severally which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (and not jointlyb) made a term loan to Borrowers (collectively, on the “Existing Maturity Date for the Closing Date Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the all Closing Date Term Loans hereunder shall be $40,000,000outstanding on such date. Subject to In connection with any Incremental Term Loans that constitute part of the terms and conditions of this Agreement and same Class as the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Closing Date USD Term Loans,” and together with the Existing Term Loan and the First Amendment Loans or Closing Date Euro Term Loans, collectivelyas applicable, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to Borrower and the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder Administrative Agent shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date USD Term Loans may or Closing Date Euro Term Loans, as applicable, comprising part of such Class continue to receive a payment that is not be reborrowed, and upon each Lender’s making less than the same Dollar amount that such Term Lenders would have received absent the incurrence of the Second Amendment such Incremental Term Loans on the Second Amendment Effective Dateprovided, any then outstanding Term Loan Commitment of that if such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Incremental Term Loans on are to be “fungible” with the Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable, notwithstanding any other conditions specified in this Section 2.07(1), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on Administrative Agent to ensure that the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Incremental Term Loans on will be “fungible” with the First Amendment Effective Date)Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable.

Term Loans. Subject The Borrower shall repay to the terms Administrative Agent for the ratable account of the Appropriate Lenders (i) on the last Business Day of each March, June, September and conditions December, commencing with the first such day following the Restatement Effective Date, an aggregate principal amount equal to (x) 0.25% of this Agreement, the product of (A) the aggregate principal amount of all Euro Term Loans and Dollar Term Loans outstanding under the Original Credit Agreement on the Closing Date, each Lender then party to this Agreement severally Date multiplied by (and not jointlyB) made a term loan to Borrowers (collectivelyfraction, the “Existing numerator of which is the aggregate principal amount of Euro Term Loans”) in an amount equal to $20,000,000. Subject to the terms B Loans and conditions of this Agreement and the First Amendment, Dollar Term B Loans outstanding on the First Amendment Restatement Effective Date, each Lender severally Date (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment conversions to occur on the First Restatement Effective Date pursuant to Section 2.01(a)) and the denominator of which is the aggregate principal amount of all outstanding Term Loans on the Restatement Effective Date and (y) 0.25% of the aggregate principal amount of all Euro Term B-1 Loans and Dollar Term B-1 Loans outstanding on the Restatement Effective Date (in each case, as such repayment amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05); provided that at the time of any effectiveness of any Term Loan Extension Amendment, the scheduled amortizations with respect to the Dollar Term Loans and Euro Term Loans set forth above shall be reduced ratably to reflect the percentage of Dollar Term Loans and Euro Term Loans converted to Extended Term Loans (but will not affect the amount of amortization received by a given lender with outstanding Dollar Term Loans and Euro Term Loans), (ii) the amortization for any new Class of Term Loans established pursuant to an Incremental Amendment, a Term Loan Refinancing Amendment Effective Dateor a Term Loan Extension Amendment shall be as agreed in accordance with the terms and conditions hereof and specified in such Incremental Amendment, Term Loan Refinancing Amendment or Term Loan Extension Amendment, as applicable, and (iii) on the Maturity Date for each Class of Term Loans, the aggregate principal amount of the all such Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, outstanding on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)date.

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party with a Term Loan Commitment agrees (severally, not jointly or jointly and severally) to this Agreement severally make term loans (each a “Term Loan” and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) to Borrowers from time to time from the Closing Date until the Term Loan Expiration Date, or until the earlier reduction of its Term Loan Commitment to zero in accordance with the terms hereof, in an aggregate principal amount equal not to $20,000,000. Subject to exceed the terms and conditions unused portion of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such LxxxxxLender’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the . The aggregate principal amount of the Term Loans hereunder (based on initial principal amount) shall not exceed the Term Loan Amount. The Term Loan Commitment of each Lender shall (x) automatically and permanently be reduced to the extent that such Lender makes a Term Loan to Borrowers, and (y) automatically and permanently be reduced to zero on the Term Loan Expiration Date. Each Term Loan requested by Borrowers pursuant to this Section 2.2 shall be in a minimum amount of $40,000,0002,500,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate Any principal amount of the Term Loans hereunder shall that is repaid or prepaid may not be $60,000,000reborrowed. All The outstanding principal of the Term Loans shall be made repayable by the Borrowers in consecutive quarterly installments, on the first day of each April, July, October and repayable in Dollars. Amounts January, commencing on April 1, 2006 and ending on the Maturity Date (or if earlier than the Maturity Date, the date that the Term Loans have been repaid in respect full) consisting of (i) during the period from April 1, 2006 to January 1, 2007, quarterly payments of $625,000, (ii) during the period from April 1, 2007 to January 1, 2008, quarterly payments of $1,250,000, and (iii) during the period from April 1, 2008 to the Maturity Date, equal quarterly payments which, in the aggregate, equal the remaining outstanding principal balance of the Term Loans; provided, that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loans; provided, further, for the avoidance of doubt, no installment shall be due during any period where the outstanding principal amount of the Term Loans may not be reborrowed, has been repaid in full. The outstanding unpaid principal balance and upon each Lender’s making of all accrued and unpaid interest under the Second Amendment Term Loans shall be due and payable on the Second Amendment Effective Datedate of termination of this Agreement, any then whether by its terms, by prepayment, or by acceleration. All amounts outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that under the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)shall constitute Obligations.

Term Loans. Subject to and upon the terms and conditions herein set forth, each Lender severally, but not jointly, agrees to make Term Loans to the Borrower (in one or more Term Loan Tranches) (i) on the applicable Term Conversion Date by (A) converting the unpaid principal amount of its Construction Loans under each Construction Loan Tranche then outstanding into a corresponding Term Loan Tranche or (B) a Borrowing of Term Loans by the Borrower for the purpose set forth in Section 5.7(b)(ii) in accordance with the applicable Notice of Term Conversion, which shall be deemed a Term Conversion of Construction Loans and a Construction Loan Tranche for such Operating Project in the amount of the Term Loans requested, (ii) as LIBOR Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.11 and 2.12, (iii) in an amount which shall not (A) for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender’s Term Loan Exposure at such time exceeding such Lender’s Term Loan Commitment Percentage multiplied by the then-applicable Total Term Loan Commitment, (B) for any Lender at any time, result in the Term Loans made by such Lender on any Term Conversion Date exceeding such Lender’s Term Loan Commitment Percentage multiplied by the then-applicable Available Term Loan Commitment, and (C) after giving effect thereto and to the application of the proceeds thereof, result in the Total Term Loan Exposure exceeding the Total Term Loan Commitment at such time and (iv) after giving effect thereto, result in the Construction Loan Limit being less than zero; provided that at no point shall (x) the aggregate Construction Loan Exposure of all Lenders plus the aggregate Term Loan Exposure of all Lenders exceed $187,500,000 and (y) the Construction Loan Exposure plus the Term Loan Exposure of any Lender exceed such Lender’s Proportionate Share of $187,500,000. Term Loans shall be repaid in accordance with the provisions and subject to the terms and conditions of this Agreementhereof, and Term Loans repaid may not be reborrowed. The Term Loan Commitments shall terminate on the Closing Dateearliest of (1) 5:00 p.m. (New York time) on the latest Date Certain, each Lender then party (2) the date of acceleration of the Loans under Section 7.13 and (3) termination of the Commitments under Section 7.13; provided that Term Loan Commitments shall be reduced to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) zero in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together concurrently with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount reduction of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Construction Loan Commitments of $20,000,000, to zero under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Section 2.1.

Term Loans. Subject to (A) Under the terms and conditions of this Original Credit Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) Lenders thereunder made a term loan loans to Borrowers in the principal amounts of (collectively1) Twelve Million Dollars ($12,000,000) (“Existing Term Loan 1”) and (2) Two Million Dollars ($2,000,000) (“Existing Term Loan 2”, and together with Existing Term Loan 1, the “Existing Term Loans”) and, following the making of each such Existing Term Loan, the Term Loan Tranche 1 Commitment (as defined in an the Original Credit Agreement) and the Term Loan Tranche 2 Commitment (as defined in the Original Credit Agreement), as applicable, were reduced to zero ($0). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 1 is $12,000,000, which amount equal shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 1” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 1 Commitment Amount hereto without constituting a novation. Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 2 is $20,000,0002,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 2” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 2 Commitment Amount hereto without constituting a novation. Subject Each Borrower hereby (x) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of each such Existing Term Loan and (y) reaffirms its obligation to repay each of Term Loan Tranche 1 and Term Loan Tranche 2 in accordance with the terms and conditions provisions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)other Financing Documents.

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and subject to the First AmendmentBankruptcy Court Orders, from time to time on or after the First Amendment Effective DateDate and during the Availability Period, each Lender severally (and not jointly) agrees to make an additional its Pro Rata Share of term loan to Borrowers loans hereunder (collectively, such term loans made on or after the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal ) by advancing to such Lxxxxx’s Term Loan Commitment, such that after giving effect to Borrower the Second Amendment percentage set forth opposite the name of each Lender on the Second Amendment Effective Date, the aggregate principal amount Schedule 1.1(A) of the Term Loans requested by the Borrower, up to an aggregate maximum principal amount for all Lenders in respect of all Term Loans hereunder shall not to exceed the Commitment Amount (the “Term Loan Commitment”) (prior to giving effect to any applicable original issue discount). The Term Loans (other than any Term Loans the proceeds of which are designated for or otherwise applied to the repayment of the Pre-Petition Facility) will be $60,000,000advanced with an original issue discount of 2%. All The aggregate principal balance of the Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of full on the Final Maturity Date. Term Loans borrowed and prepaid or repaid may not be reborrowed. Notwithstanding the foregoing, (i) prior to the Final Financing Order Entry Date, the Lenders shall not be obligated to make any Term Loans to the Borrower in excess of the sum of (A) $2,500,000, or such lesser amount as the Bankruptcy Court may approve as set forth in the Interim Financing Order, and upon each Lender’s making of (B) to the extent authorized by the Interim Financing Order, the amount necessary to repay in full the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated Lien Obligations (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced Plan of Reorganization) other than the Excluded Portion and (ii) borrowings of Term Loans hereunder (other than any borrowing designated for or otherwise applied to $0 upon the funding repayment of the Existing Term Loans on Pre-Petition Facility) in any weekly period covered by the Closing Date and the Approved Budget shall not exceed $2,500,000 in aggregate principal amount. The proceeds of any Term Loan Commitments of $20,000,000, under and as defined hereunder may be used only for the purposes set forth in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)subsection 5.12.

Term Loans. Subject to the provisions of §2.5 and the other terms and conditions of set forth in this Agreement, on each of the Closing Date, Term Lenders severally agrees to lend to the Borrower and the Borrower may borrow from each Term Lender then party from time to this Agreement severally time during the Term Commitment Period (and not jointlywith respect to the New Term Loans only, during the New Term Loan Commitment Period applicable to such New Term Loan) made upon notice by the Borrower to the Administrative Agent given in accordance with §2.5 hereof, such Term Loans as are requested by the Borrower (each, a term loan to Borrowers (collectively, the “Existing Term LoansBorrowing”) in an up to a maximum aggregate principal amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, all amounts requested and all previous Term Borrowings) equal to such Lender’s Term Commitment; provided that (i) the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to all amounts requested and all previous Term Borrowings) made hereunder shall not at any time exceed the Second Amendment on aggregate Term Commitments in effect at such time, (ii) each Term Borrowing shall be in a minimum amount of $20,000,000, (iii) the Second Amendment Effective Date, the Borrower shall make Term Borrowings in an aggregate principal amount equal to at least 50% of the aggregate Term Commitments on or before July 25, 2017, unless the Borrower terminates a portion of the unused Term Commitments by either making an affirmative election in accordance with §2.10(b) hereof or borrowing less than such amount and thereby making a deemed election in accordance with §2.10(c) hereof, and (iv) all Term Borrowings shall be made no later than the last day of the Term Commitment Period. The Term Commitments, with respect to the making of the Term Loans, shall expire on the last day of the Term Commitment Period (other than with respect to New Term Loans hereunder which shall be $60,000,000expire on the last day of the applicable New Term Loan Commitment Period) (regardless of the failure of the Borrower to request Term Borrowings or the failure of the Borrower to fully utilize the Term Commitments). All The Term Loans shall be made pro rata in and repayable in Dollars. Amounts repaid in respect of accordance with each Term Loans may not be reborrowed, and upon each Lender’s Term Commitment Percentage. Each request for a Term Loan made pursuant to §2.5 hereof shall constitute a representation and warranty by the Borrower that the conditions set forth in §10 have been satisfied or waived in accordance with §25 and that the conditions set forth in §11 have been satisfied on the date of such request and will be satisfied on the proposed Drawdown Date of the requested Term Loan, provided that the making of such representation and warranty by the Second Amendment Borrower shall not limit the right of any Term Loans on the Second Amendment Effective Date, any then outstanding Lender not to lend if such conditions have not been met. No Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial required to be made by any Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding Lender unless all of the Existing Term Loans on the Closing Date conditions contained in §10 have been satisfied or waived in accordance with §25 and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding all of the First Amendment conditions set forth in §11 have been met at the time of any request for a Term Loans on the First Amendment Effective Date)Loan.

Term Loans. Subject to the terms and conditions of provisions set forth in this Credit Agreement, each Tranche A Lender agrees, severally but not jointly, to make to Borrower on the Closing DateTerm Conversion Date such loan as Borrower may request under Section 2.2(b) (individually, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term LoansLoan”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans; and, collectively, the “Term Loans”), in an aggregate principal amount equal not to exceed such LxxxxxTranche A Lender’s Proportionate Share (Commitment) of the Total Term Loan Commitment, such that after giving effect . The aggregate amount of the Term Loan Commitments available to the Second Amendment Borrower on the Second Amendment Effective Date, Term Conversion Date shall be the lesser of (i) $138,500,000 and (ii) the aggregate principal amount of the Tranche A Construction Loans then outstanding as of the Term Conversion Date (after giving effect to any prepayments of the Tranche A Construction Loans hereunder shall be $60,000,000. All Term Loans shall to be made by Borrower on the Term Conversion Date pursuant to Section 2.8(c)(vii), if applicable) together with all accrued and unpaid interest, fees and costs and other amounts payable under the Credit Documents with respect thereto (such amount, as may be reduced from time to time in accordance with the terms hereof, the “Total Term Loan Commitment”). Each Tranche A Lender shall make its Term Loan by converting to a Term Loan the unpaid principal amount of its Tranche A Construction Loans then outstanding as of the Term Conversion Date together with all accrued and repayable unpaid interest, fees and costs and other amounts payable under the Credit Documents with respect thereto, in Dollarsan amount not in excess of its Term Loan Commitment. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Each Tranche A Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment shall be irrevocably terminated upon the making of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect by such Tranche A Lender on the Closing Term Conversion Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. (i) Subject to the terms and conditions of set forth in this Agreement, each of the Term Loan A Lenders severally agrees to make Term Loan A Loans through the Administrative Agent to the Borrower on the Closing DateAgreement Effective Date up to the amount of such Term Loan A Lender’s Term Loan A Commitment, which Term Loan A Loans shall be evidenced by Notes. The initial Advance of the Term Loan A Facility shall be $50,000,000 and the remaining Term Loan A Commitments of $100,000,000 may be drawn in increments of $10,000,000, in up to three draws (in addition to the initial Advance) by Borrower’s (x) delivery of Borrowing Notice to Administrative Agent and (y) satisfaction of each of the conditions to an Advance set forth in Article IV. Any amount of the Term Loan A Commitments that remains undrawn during the period commencing on October 31, 2018, and ending on February 1, 2019 (the “Undrawn Term Loan A Commitments”) shall be subject to an unused fee payable in arrears to the Administrative Agent for the account of each Term Loan A Lender on the last day of such period, computed on a daily basis by multiplying (i) twenty (20) basis points (0.20%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan A Commitments on such day (the “Term Loan A Unused Fee”). Borrower shall pay the Term Loan A Unused Fee to Administrative Agent on the fifth Business Day after February 1, 2019. Any portion of the Undrawn Term Loan A Commitments that remains undrawn as of February 1, 2019, shall thereafter be unavailable for Borrower to draw, and (i) the Term Loan A Commitments shall be reduced accordingly, pro rata among the Term Loan A Lenders, and (ii) the Term Loan A Unused Fee shall no longer accrue on the Undrawn Term Loan A Commitments. Following its receipt of any such Term Loan A Unused Fee, Administrative Agent shall promptly pay to each Term Loan A Lender an amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of the daily amount of such Term Loan A Unused Fee based on such Term Loan A Lender’s Term Loan A Commitment on such day. Any additional Advances of Term Loan A Loans made as a result of any increase in the Term Loan A Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender then party which elects to this Agreement increase its or acquire a Term Loan A Commitment pursuant to Section 2.23 severally (and not jointly) made jointly agrees to make a term loan Term Loan A Loan to Borrowers (collectively, the “Existing Term Loans”) Borrower in an amount equal to $20,000,000. Subject (a) with respect to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyany existing Term Loan A Lender, the “First Amendment amount by which such Term Loans”) in an amount equal to such LxxxxxLoan A Lender’s Term Loan Commitment, such that after giving effect to the First Amendment A Commitment increases on the First Amendment Effective Dateapplicable Commitment Increase Date and (b) with respect to any new Term Loan A Lender, the aggregate amount of such new Lender’s Term Loan A Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date 37 of any Term Loan A Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan A Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan A Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees or under any Note to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment payments of principal of or interest on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Note when due.

Term Loans. (a) Term A Loan, Term A-3 Loan and Term A-4 Loan. (i) Subject to the terms and conditions of this Agreementset forth herein, each Term A Lender severally made, on the Original Closing Date, each Lender then party to this Agreement severally (and not jointly) made its portion of a term loan to Borrowers (collectively, the “Existing Term LoansA Loan”) to the Borrower in Dollars on the Original Closing Date in an amount equal to $20,000,000such Xxxxxx’s Term A Loan Commitment. Amounts repaid on the Term A Loan may not be reborrowed. The Term A Loan may consist of Base Rate Loans or Term SOFR Loans, as further provided herein. The Term A Loan Commitments terminated upon the funding of the Term A Loan. (ii) [Reserved]. (iii) Subject to the terms and conditions of this Agreement and the First Amendmentset forth herein, each Term A-3 Lender severally made, on the First Amendment Effective DateJanuary 31, each Lender severally (and not jointly) agrees to make an additional 2023, its portion of a term loan to Borrowers (collectively, the “First Amendment Term LoansA-3 Loan”) to the Borrower in Dollars on January 31, 2023 in an amount equal to such LxxxxxLender’s Term A- 3 Loan Commitment, such that after giving effect to the First Amendment . Amounts repaid on the First Amendment Effective DateTerm A-3 Loan may not be reborrowed. The Term A-3 Loan shall consist of Base Rate Loans or Term SOFR Loans, as further provided herein. The Term A-3 Loan Commitments terminated upon the aggregate principal amount funding of the Term Loans hereunder shall be $40,000,000A-3 Loan. (iv) Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Dateset forth herein, each Term A-4 Lender severally (and not jointly) agrees to make an additional a portion of a term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term LoansA-4 Loan”), ) to the Borrower in Dollars on the Restatement Effective Date in an amount equal to such LxxxxxXxxxxx’s Term A- 4 Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of on the Term Loans A-4 Loan may not be reborrowed. The Term A-4 Loan shall consist of Base Rate Loans, and upon each Lender’s making of the Second Amendment Term SOFR Loans on the Second Amendment Effective Dateor Fixed Rate Loans, any then outstanding as further provided herein. The Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term A-4 Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 shall terminate upon the funding of the Existing Term Loans A-4 Loan and, if not previously terminated, shall in any event terminate no later than 5:00 p.m. on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Restatement Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date. (b).

Term Loans. Subject The Borrowers shall repay to the terms Administrative Agent for the ratable account of the Term Lenders (i) on the last Business Day of each March, June, September and conditions December, commencing with June 30, 2020, an aggregate principal amount of this Agreement, Initial Term Loans incurred on the Closing Date, each Lender then party Date equal to this Agreement severally 0.25% of the aggregate principal amount of all Initial Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and not jointly(ii) made a term loan to Borrowers (collectively, on the “Existing Maturity Date for the Initial Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the all Initial Term Loans hereunder outstanding on such date. The Borrower shall repay to the Administrative Agent for the ratable account of the Incremental Amendment No. 1 Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with December 31, 2020, an aggregate principal amount of Incremental Amendment No. 1 Term Loans incurred on the Incremental Amendment No. 1 Effective Date equal to 0.25% of the aggregate principal amount of all Incremental Amendment No. 1 Term Loans outstanding on the Incremental Amendment No. 1 Effective Date (which payments shall be $40,000,000. Subject to reduced as a result of the terms application of prepayments in accordance with the order of priority set forth in Section 2.05) and conditions of this Agreement and the Second Amendment, (ii) on the Second Maturity Date for the Incremental Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment No. 1 Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the all Incremental Amendment No. 1 Term Loans hereunder outstanding on such date In the event that any Incremental Term Loans, Refinancing Term Loans or Extended Term Loans are made, such other Incremental Term Loans, Refinancing Term Loans or Extended Term Loans, as applicable, shall be $60,000,000. All Term Loans shall be made repaid by the Borrowers in the amounts and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second dates set forth in the Incremental Amendment, Refinancing Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood or Extension Amendment with respect thereto and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing applicable Maturity Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)thereof.

Term Loans. Each Term Loan Lender severally agrees, on the terms and conditions of this Agreement, (i) to make a single term loan to the Borrowers in Dollars on the Restatement Effective Date (provided that the same shall occur no later than the Term Loan Commitment Termination Date) in a principal amount up to but not exceeding the amount of the Term Loan Commitment of such Lender and (ii) in the event that such Term Loan Lender receives as a prepayment of its initial Term Loan hereunder Net Available Proceeds from a Mercxx Xxxposition, to make additional loans (each, an "Acquisition Loan") to the Borrowers during the period from and including the date of such prepayment to but not including the Supplemental Acquisition Loan Commitment Termination Date (the "Acquisition Loan Availability Period") in an aggregate principal amount at any time outstanding up to but not exceeding the aggregate principal amount of its initial Term Loan so prepaid (provided that (x) no such additional loans shall be made after the Supplemental Acquisition Loan Commitment Termination Date and (y) the aggregate principal amount of all such additional loans made by all of the Term Loan Lenders to all of the Borrowers shall not exceed $20,000,000) at any one time outstanding. Subject to the terms and conditions of this Agreement, on during the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectivelyAcquisition Loan Availability Period, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to Borrowers may borrow, repay and reborrow the terms and conditions of this Acquisition Credit Agreement and the First Amendment, on the First Amendment Effective Date, 47 - 42 - Loans from each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loan Lenders by means of ABR Loans hereunder shall and Eurodollar Loans and may Convert Acquisition Loans of one Type into Acquisition Loans of the other Type (as provided in Section 2.09 hereof) or Continue Acquisition Loans that are Eurodollar Loans from one Interest Period into another Interest Period (as provided in Section 2.09 hereof). The loans made or to be $40,000,000. Subject made pursuant to the terms and conditions of this Agreement and the Second Amendmentparagraph (b), on the Second Amendment Effective Dateincluding, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelywithout limitation, the “Second Amendment Acquisition Loans, are herein called "Term Loans,” and together with ". Thereafter the Existing Borrowers may Convert Term Loan and the First Amendment Loans of one Type into Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount Loans of the other Type (as provided in Section 2.09 hereof) or Continue Term Loans hereunder shall be $60,000,000. All Term that are Eurodollar Loans shall be made from one Interest Period into another Interest Period (as provided in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective DateSection 2.09 hereof).

Term Loans. (i) Subject to the terms and conditions of set forth in this Agreement, each of the Term Loan A Lenders severally agrees to make Term Loan A Loans through the Administrative Agent to the Borrower on the Closing DateAgreement Effective Date up to the amount of such Term Loan A Lender’s Term Loan A Commitment, which Term Loan A Loans shall be evidenced by Notes. The initial Advance of the Term Loan A Facility shall be $50,000,000 and the remaining Term Loan A Commitments of $100,000,000 may be drawn in increments of $10,000,000, in up to three draws (in addition to the initial Advance) by Borrower’s (x) delivery of Borrowing Notice to Administrative Agent and (y) satisfaction of each of the conditions to an Advance set forth in Article IV. Any amount of the Term Loan A Commitments that remains undrawn during the period commencing on October 31, 2018 91 days, and ending on February 1, 2019 (the “Undrawn Term Loan A Commitments”) shall be subject to an unused fee payable in arrears to the Administrative Agent for the account of each Term Loan A Lender on the last day of such period, computed on a daily basis by multiplying (i) twenty (20) basis points (0.20%) per annum, expressed as a per diem rate, times (ii) the undrawn portion of the Term Loan A Commitments on such day (the “Term Loan A Unused Fee”). Borrower shall pay the Term Loan A Unused Fee to Administrative Agent on the fifth Business Day after February 1, 2019. Any portion of the Undrawn Term Loan A Commitments that remains undrawn as of February 1, 2019, shall thereafter be unavailable for Borrower to draw, and (i) the Term Loan A Commitments shall be reduced accordingly, pro rata among the Term Loan A Lenders, and (ii) the Term Loan A Unused Fee shall no longer accrue on the Undrawn Term Loan A Commitments. Following its receipt of any such Term Loan A Unused Fee, Administrative Agent shall promptly pay to each Term Loan A Lender an amount equal to such Term Loan A Lender’s Term Loan A Commitment Percentage of the daily amount of such US_Active\115440519\V-15 Term Loan A Unused Fee based on such Term Loan A Lender’s Term Loan A Commitment on such day. Any additional Advances of Term Loan A Loans made as a result of any increase in the Term Loan A Commitments pursuant to Section 2.23 shall be made on the applicable Commitment Increase Date and each Lender then party which elects to this Agreement increase its or acquire a Term Loan A Commitment pursuant to Section 2.23 severally (and not jointly) made jointly agrees to make a term loan Term Loan A Loan to Borrowers (collectively, the “Existing Term Loans”) Borrower in an amount equal to $20,000,000. Subject (a) with respect to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyany existing Term Loan A Lender, the “First Amendment amount by which such Term Loans”) in an amount equal to such LxxxxxLoan A Lender’s Term Loan Commitment, such that after giving effect to the First Amendment A Commitment increases on the First Amendment Effective Dateapplicable Commitment Increase Date and (b) with respect to any new Term Loan A Lender, the aggregate amount of such new Lender’s Term Loan A Commitment. The Borrower irrevocably authorizes Administrative Agent to make or cause to be made, at or about the time of the Borrowing Date of any Term Loan A Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Administrative Agent’s Record reflecting the making of such Term Loan A Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Term Loan A Loans set forth on Administrative Agent’s Record shall be, absent manifest error, prima facie evidence of the principal amount thereof owing and unpaid to each Term Loan A Lender, but the failure to record, or any error in so recording, any such amount on Administrative Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees or under any Note to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment payments of principal of or interest on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Note when due.

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Datehereof, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Loan Lender severally (and not jointly) agrees to make an additional under the Original Term Loan Facility or any Incremental Term Loan Facility, as the case may be, in the Applicable Term Loan Percentage of such Term Loan Lender with respect to such Term Loan Facility term loan to Borrowers loans in Dollars (collectivelyeach a "Term Loan" and, as the context may require, collectively with all other Term Loans of such Term Loan Lender and with the Term Loans of all other Term Loan Lenders, the “First Amendment "Term Loans”") to the Borrower on (i) the Effective Date in an amount equal to such Lxxxxx’s the case of Term Loans made under the Original Term Loan CommitmentFacility and (ii) on the effective date of the applicable Incremental Loan Amendment establishing such Incremental Term Loan Facility in the case of Term Loans made under an Incremental Term Loan Facility, such provided that (x) after giving effect thereto such Term Loan Lender's Applicable Term Loan Exposure with respect to such Term Loan Facility would not exceed such Term Loan Lender's Applicable Term Loan Commitment with respect to such Term Loan Facility, and (y) the First Amendment on Aggregate Applicable Term Loan Exposure with respect to such Term Loan Facility would not exceed the First Amendment Effective Date, the aggregate principal amount of the Aggregate Applicable Term Loan Commitments with respect to such Term Loan Facility. Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”)that are repaid or prepaid, in an amount equal to such Lxxxxx’s Term Loan Commitmentwhole or in part, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed. The outstanding principal balance of each Term Loan, all accrued and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender unpaid interest thereon and all other unpaid obligations accrued in respect thereof shall be terminated (it being understood due and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect payable on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Maturity Date, were reduced to $0 upon or, in the funding case of Incremental Term Loans, the First Amendment Incremental Term Loans on the First Amendment Effective Loan Maturity Date).

Term Loans. Subject to the terms and conditions of this Agreement, (i) each Lender funding a Fourth Amendment Term Loan severally agrees to make available to the Borrowers on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made Fourth Amendment Effective Date such Lender’s Percentage of a term loan to Borrowers in Dollars (collectively, the “Existing Fourth Amendment Term LoansLoan”) in an amount the aggregate principal equal to the Term Facility Commitment Amount for the purposes hereinafter set forth; (ii) each Lender funding a Fifth Amendment Term Loan severally agrees to make available to the Borrowers on the Fifth Amendment Effective Date such Lender’s Percentage of a term loan in Dollars (the “Fifth Amendment Term Loan”) in the aggregate principal equal to the Fifth Amendment Term Facility Commitment Amount for the purposes hereinafter set forth; (iii) as set forth more fully in Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and (iv) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The proceeds of the Fourth Amendment Term Loan shall be used to prepay, in full, the aggregate principal amount of the First Amendment Term Loan outstanding as of the Fourth Amendment Effective Date. From an after the Fourth Amendment Effective Date, the obligations with respect to the First Amendment Term Loan shall be reduced to $20,000,0000. Subject It is understood and agreed that from and after the Fifth Amendment Effective Date, all references to the Term Loans shall mean the term loans made to the Borrowers on the Fourth Amendment Effective Date and the Fifth Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the First Amendment, Notes. The Notes shall be executed and delivered to each respective Lender on the First Amendment Effective Datedate hereof and thereafter, each Lender severally (from time to time, as and not jointly) agrees to make an additional term loan to Borrowers (collectivelywhen requested by the Administrative Agent, acting at the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount direction of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each any Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. (a) Subject to the terms and conditions of this ---------- Agreement, each Lender with a Term Loan A Commitment or a Term Loan B Commitment, or both, as the case may be, severally agrees, to the extent it has not previously advanced to BREED any portion of its Term Loan A Commitment or Term Loan B Commitment to make (i) an Advance of the Term Loan A to the Agent on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) Date in an amount equal to $20,000,000. Subject the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan A Commitment and (ii) an Advance of the Term Loan B to the terms and conditions of this Agreement and the First Amendment, Agent on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) Closing Date in an amount equal to such Lxxxxx’s the unfunded portion of its Applicable Commitment Percentage of the Total Term Loan B Commitment, such that after giving effect to . The Agent shall use the First Amendment amounts of Term Loans received by it on the First Amendment Effective DateClosing Date to purchase from Original Lenders, without recourse, on behalf of the aggregate Lenders making Advances, their pro rata shares of outstanding Term Loans (as defined in the Original Agreement) and shall remit the proceeds of such Loans that are not used for such purpose to BREED for working capital and general corporate purposes. The principal amount of each Segment of the Term Loans outstanding hereunder from time to time shall bear interest, at BREED's election, at an interest rate per annum equal to the Base Rate or the Eurodollar Rate; provided, however, that (x) no Eurodollar Rate Segment shall have an -------- Interest Period that extends beyond the Term Loan A Maturity Date or the Term Loan B Maturity Date, as the case may be, (y) each Eurodollar Rate Segment of each Term Loan shall be in the minimum amount of $40,000,000. Subject to the terms 5,000,000 and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”)if greater, in an integral multiple of $1,000,000, and (z) each Eurodollar Rate Segment may, subject to the provisions of Sections 2.4, 2.6 and 2.7 and Article XI, be repaid ------------ --- --- ---------- only on the last day of the Interest Period with respect thereto. No amount equal to such Lxxxxx’s of any Term Loan Commitmentrepaid or prepaid by BREED may be reborrowed hereunder, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount and no subsequent Advances of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, by any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that after the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)such Advance.

Term Loans. Subject Prior to the terms and conditions of this Agreement, on the Closing Second Amendment Effective Date, each Lender then party to this Agreement severally (and not jointly) Bank made a term loan to Borrowers the Borrowers, jointly and severally, in the amount of its Term Loan Commitment (as it existed prior to the date of this Agreement), which term loans were in the original aggregate principal balance of $85,000,000 and which term loans had an outstanding principal balance of $79,750,000 immediately prior to the Second Amendment Effective Date, which term loans shall be continued as a portion of the Term Loan outstanding immediately after the Second Amendment Effective Date (each, an “Existing Term Loan” and collectively, the “Existing Term Loans”) in an amount equal to $20,000,000). Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on Upon the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to Bank will make an additional term loan to Borrowers the Borrowers, jointly and severally, in the amount of such Bank’s Term Loan Percentage of $10,000,000 (each being an “Increased Term Loan” and collectively, the “Second Amendment Increased Term Loans,” and together collectively with the Existing Term Loan and the First Amendment any Incremental Term LoansLoan, collectively, each being a “Term Loan” and collectively the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after . After giving effect to the Second Amendment on the Second Amendment Effective DateIncreased Terms Loans, the aggregate outstanding principal amount balance of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective DateDate will be $89,750,000. Further, on any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Increase Effective Date, were reduced to $0 each Bank and each New Bank may, upon the funding terms and conditions of Section 2.13 hereof, make an Incremental Term Loan in the amount of its Incremental Term Loan Commitment. The Term Loans and any portion of the First Amendment balance thereof (in minimum amounts of $500,000) may be made, maintained, continued and converted to Prime Rate Advances or Eurodollar Rate Advances as the Borrowers’ Agent may elect in its notice of borrowing, continuation or conversion; provided, however, that there shall be no more than five (5) Eurodollar Rate Advances outstanding at any one time for the Term Loans on the First Amendment Effective Date)Loans.

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointlya) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000Loan Commitments. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Datehereof, each Lender severally (and not jointly) agrees to make an additional term loan make, on the Closing Date, a Term Loan denominated in Dollars to the Borrower and the Released Borrowers (collectively, the “First Amendment Term Loans”) on a joint and several basis in an amount equal to such LxxxxxLender’s Term Loan Commitment, such that . The Borrower and the Released Borrowers may make only one borrowing under each Term Loan Commitment. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the First Amendment funding of such Lender’s Term Loan Commitment on the First Amendment Effective Date, the aggregate principal amount of the such date. The Term Loans hereunder shall only be $40,000,000denominated in Dollars and may be Base Rate Loans or Eurodollar Loans as further provided herein. Subject to the terms and conditions of set forth in the Fourth Amendment and this Agreement (as amended thereby), (x) each New 2018 Replacement Term Lender severally agrees to make to the Borrower and the Second Amendment, Released Borrowers on the Second Fourth Amendment Effective Date New 2018 Replacement Term Loans in an aggregate amount not to exceed the amount of such New 2018 Replacement Term Lender’s 2018 Replacement Term Loan Commitment and (y) each 2018 Converting Term Lender severally agrees, that, pursuant to the 2018 Replacement Term Loan Conversion, without any further action by any party to this Agreement, the portion of such 2018 Converting Term Lender’s Term Loans equal to such 2018 Converting Term Lender’s 2018 Replacement Term Loan Conversion Amount shall automatically be converted into 2018 Replacement Term Loans in a like principal amount on the Fourth Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject to the terms and conditions of this Agreement, on On the Closing Date, each Lender then party to this Agreement severally (and not jointly) having a Term Loan Commitment as of the Closing Date made a term loan to Borrowers (collectively, the “Existing Term Loans”) Loans (as defined in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on ) to the Borrower in the original principal amount of $950,000,000. On the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s having a Term Loan Commitment, such that after giving effect to the First Amendment on Commitment as of the First Amendment Effective Date, Date made (or was deemed to have made) Existing Term Loans (as defined in the aggregate Fourth Amendment) to the Borrower in the original principal amount of the Term Loans hereunder shall be $40,000,000647,625,000. Subject to the terms and conditions of this Agreement and set forth in the Second Fourth Amendment, on the Second Fourth Amendment Effective Date, each 2018 Refinancing Term Lender (as defined in the Fourth Amendment) severally (and not jointly) agrees to make (or will bemade (or was deemed to have made) a loan (a “Term Loan”) to the Borrower in Dollars, on the Fourth Amendment Effective Date in an additional term loan aggregate principal amount not to Borrowers (collectively, exceed such Lender’s Applicable Percentage of the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term LoansFacility; provided, collectivelyhowever, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to any such Term Loan Borrowing, (i) the Second Amendment on Total Outstandings of Term Loans shalldid not exceed the Second Amendment Effective Date, Term Loan Facility and (ii) the aggregate principal amount Outstanding Amount of the Term Loans hereunder of any Lender shalldid not exceed such Lender’s Term Loan Commitment. Each Term Loan Borrowing shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect consist of Term Loans may not be reborrowed, and upon each Lender’s making made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).NAI-1504047260v2 US-DOCS\110323336.25

Term Loans. Subject to the terms and conditions of this Agreement, on On the Closing Date, each Lender then party to this Agreement severally (and not jointly) having a Term Loan Commitment as of the Closing Date made a term loan to Borrowers (collectively, the “Existing Term Loans”) Loans (as defined in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on ) to the Borrower in the original principal amount of $950,000,000. On the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s having a Term Loan Commitment, such that after giving effect to the First Amendment on Commitment as of the First Amendment Effective Date, Date made (or was deemed to have made) Existing Term Loans (as defined in the aggregate Fourth Amendment) to the Borrower in the original principal amount of the Term Loans hereunder shall be $40,000,000647,625,000. Subject to the terms and conditions of this Agreement and set forth in the Second Fourth Amendment, on the Second Fourth Amendment Effective Date, each 2018 Refinancing Term Lender (as defined in the Fourth Amendment) severally (and not jointly) agrees to make (or will bemade (or was deemed to have made) a loan (a “Term Loan”) to the Borrower in Dollars, on the Fourth Amendment Effective Date in an additional term loan aggregate principal amount not to Borrowers (collectively, exceed such Lender’s Applicable Percentage of the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term LoansFacility; provided, collectivelyhowever, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to any such Term Loan Borrowing, (i) the Second Amendment on Total Outstandings of Term Loans shalldid not exceed the Second Amendment Effective Date, Term Loan Facility and (ii) the aggregate principal amount Outstanding Amount of the Term Loans hereunder of any Lender shalldid not exceed such Lender’s Term Loan Commitment. Each Term Loan Borrowing shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Loan Facility. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed, and upon each Lender’s making of the Second Amendment . Term Loans on the Second Amendment Effective Datemay be Base Rate Loans or Eurocurrency Rate Loans, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial as further provided herein. Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans Fourth Amendment Effective Date and not drawn on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Fourth Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Date shall expireexpired immediately after such date.

Term Loans. Subject to The Borrower acknowledges that, as of the terms and conditions of this Agreement, on the First Amendment Closing Date, each Lender then party to term loans are outstanding under this Agreement severally (Section 2.1.2 and not jointly) made a term loan to Borrowers (collectively, owed by the “Existing Borrower in the principal amounts set forth opposite the respective Lenders' names under the heading "Amount of Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the Loan Outstanding immediately before First Amendment Effective Closing Date, each Lender " on Exhibit 1A. Each of CoBank and Rabobank severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment Borrower on the First Amendment Closing Date (through the Agent as set forth in Section 2.1.4) in the principal amount set forth opposite the relevant Lender's name under the heading "Amount of Additional Term Loan to be Made on First Amendment Closing Date" on Exhibit 1A (which loan shall initially be disbursed as a Base Rate Advance). Each Lender's cumulative loans to the Borrower under this Section 2.1.2 on and after the Effective Date (including the "Term Advances" under the Existing Credit Agreement that were deemed to be Term Loans on the Effective Date) are herein collectively called such Lender's "Term Loan", the aggregate principal amount and all such loans of all of the Lenders are herein collectively called the "Term Loans". The Term Loans hereunder shall may be $40,000,000made as LIBOR Rate Advances or Base Rate Advances. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All The Term Loans shall be made in evidenced by and repayable in Dollarsaccordance with the terms of the Borrower's promissory notes to each of the Lenders (as the same may be amended, supplemented or otherwise modified from time to time, together with any replacements thereof or substitutions therefor, the "Term Notes"), the form of which is attached as Exhibit 2B (in the case of Lenders who made a Term Loan only on the Effective Date) or as Exhibit 2B-2 (in the case of Lenders who made a Term Loan on the Effective Date and on the First Amendment Closing Date). Amounts repaid in respect of representing Term Loans which have been repaid by the Borrower may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject Each Term Loan Lender severally agrees to the terms and conditions make its pro rata share of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointlyi) made a term loan to Borrowers the Borrower in Dollars on the Closing Date in an aggregate amount of TWO HUNDRED MILLION DOLLARS (collectively$200,000,000), (ii) a delayed-draw term loan to the Borrower in Dollars of up to FIFTY MILLION DOLLARS ($50,000,000) one additional time during the Term Loan Delayed Draw Commitment Period and (iii) an incremental term loan (such term loan, the “Existing First Incremental Term LoansLoan”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, Borrower in Dollars on the First Amendment Effective Date, each Lender severally (and not jointly) agrees Date pursuant to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an aggregate principal amount equal to such Lxxxxx’s of FORTY FIVE MILLION DOLLARS ($45,000,000) (each, a “Term Loan CommitmentLoan”); provided, such that (x) after giving effect to the First Amendment on the First Amendment Effective Dateany such Term Loan, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject with regard to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Lender individually, such Term Loans, collectively, the “Term Loans”), in an amount equal to such LxxxxxLoan Lender’s Term Loan CommitmentCommitment Percentage of the outstanding Term Loan shall not exceed its respective Term Loan Commitment and (y) for the avoidance of doubt, such that after giving effect the Term Loan Delayed Draw Commitment Period, whether or not the Term Loan Lenders have severally made the delayed-draw Term Loan to the Second Amendment on the Second Amendment Effective DateBorrower set forth in clause (ii) above, the aggregate principal amount of the any such Term Loans hereunder shall be $60,000,000. All Loan Lender’s unfunded Term Loans shall be made in and repayable in Dollars. Amounts repaid Loan Commitment (if any) in respect of such delayed-draw Term Loan set forth in clause (ii) above shall automatically be terminated. Term Loans may consist of Base Rate Loans, Eurodollar Loans, or a combination thereof, as provided herein, and may be repaid in whole or in part at any time but amounts repaid on any Term Loan hereunder may not be reborrowed, and upon each Lender’s making . Each such Term Loan shall be part of the Second Amendment Term Loans on same tranche. For the Second Amendment Effective Dateavoidance of doubt, any then outstanding the First Incremental Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial deemed to constitute an Incremental Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Facility hereunder.”

Term Loans. Subject The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and said balance will be paid by the terms TERM NOTES substantially in the forms attached hereto as Exhibits B, C, and conditions D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the “TERM LOANS”. The TERM NOTES shall be amortized on a ten (10) year basis and repaid over a five (5) year term as follows: On the eighth (8th) day of this Agreementevery month, commencing one (1) month after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the scheduled principal payments shown in Schedule I, attached hereto and incorporated herein by reference. In addition on the same day as the foregoing principal payments are due, BORROWER shall pay accrued and unpaid interest on the FIXED RATE LOAN. In addition, on the Closing Dateeighth (8th) day of every month, each Lender then party commencing one (1) month after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER shall pay to this Agreement severally (ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENTs in the LONG TERM REVOLVING LOAN and not jointly) made a term loan to Borrowers (collectivelyVARIABLE RATE LOAN, the “Existing Term Loans”) scheduled principal payments shown in an amount equal to $20,000,000Schedule II attached hereto and incorporated herein by reference, plus accrued interest on the LONG TERM REVOLVING LOAN and VARIABLE RATE LOAN. Subject Such principal payment shall be applied pro rata to the terms principal balance of the VARIABLE RATE LOAN and conditions of this Agreement LONG TERM REVOLVING LOAN. In addition on the same day as the foregoing principal payments are due, BORROWER shall pay accrued and unpaid interest on the First AmendmentVARIABLE RATE LOAN and LONG TERM REVOLVING LOAN. After the LONG TERM REVOLVING LOAN has been fully paid, such monthly principal payments shall be applied wholly to the VARIABLE RATE NOTES. In addition, on each REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE, BORROWER shall pay and apply to the First Amendment Effective Datethen outstanding principal balance of the LONG TERM REVOLVING NOTES, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyif any, the “First Amendment Term Loans”) in an amount equal necessary to reduce the outstanding principal balance of the LONG TERM REVOLVING NOTES so that they are within the MAXIMUM AVAILABILITY applicable on each such Lxxxxx’s Term Loan Commitment, such that after giving effect to REDUCTION DATE and EXCESS CASH FLOW REDUCTION DATE. All unpaid principal and accrued interest under the First Amendment TERM LOANS shall be due and payable on the First Amendment Effective DateLOAN TERMINATION DATE applicable thereto, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and if not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)sooner paid.

Term Loans. Subject to The Revolving Credit Borrowers will use the terms and conditions proceeds of this Agreement, the Revolving Loans made (i) on the Closing Amendment No. 3 Funding Date, each Lender then party to this Agreement severally finance payment of the Arysta LifeScience Acquisition and fees, premiums, expenses and other transaction costs relating thereto and to Amendment No. 3 (and not jointly) made a term loan with any remaining amounts borrowed to Borrowers (collectively, the “Existing Term Loans”be used for general corporate purposes) in an aggregate amount equal not to exceed $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment175,000,000, (ii) on the First Amendment Effective No. 4 Funding Date, each Lender severally to finance payment of the Alent Acquisition and fees, premiums, expenses and other transaction costs relating thereto and to Amendment No. 4 (and not jointly) agrees with any remaining amounts borrowed to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”be used for general corporate purposes) in an aggregate amount equal not to such Lxxxxx’s exceed $120,000,000 and (iii) thereafter, for general corporate purposes. The Revolving Credit Borrowers shall be entitled to request the issuance of Letters of Credit to support payment obligations incurred in the ordinary course of business.” (ll) Section 9.01(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows: “(ii) Sections 7.05, 7.09, 7.10, 7.11, 7.17 or Article VIII; provided that, any Event of Default under Section 8.10 shall not constitute an Event of Default with respect to the Tranche B-6 Term Loan CommitmentFacility, the Tranche B-7 Term Loan Facility, Euro Tranche C-5 Term Loan Facility, Euro Tranche C-6 Term Loan Facility 13 or any New Term Loan Facility until the earlier of (x) the date that is 30 days after the date such that after giving effect Event of Default arises with respect to the First Amendment Revolving Credit Facility and (y) the date on which the First Amendment Effective DateAdministrative Agent or the Revolving Credit Lenders exercise any remedies with respect to the Revolving Credit Facility in accordance with Section 9.02 and provided further that any Event of Default under Section 8.10 may be waived, the aggregate principal amount amended or otherwise modified from time to time pursuant to clause (i) of Section 11.01;” (mm) Section 11.24 of the Credit Agreement is hereby amended by (i) adding the words “, Tranche B-7 Term Loans hereunder shall be $40,000,000. Subject to Loan Borrower” after the terms and conditions of this Agreement and words “Tranche B-6 Term Loan Borrower”, (ii) adding the Second Amendmentwords “, on Tranche B-7 Term Loan Borrowers” after the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the words “Second Amendment Tranche B-6 Term Loans,Loan Borrowers” and together with (iii) deleting the Existing words “Tranche B-5 Term Loan Borrower” and the First Amendment “Tranche B-5 Term Loans, collectively, the “Term LoansLoan Borrowers”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount each of the Term Loans hereunder shall be $60,000,000foregoing cases, in each clause in such Section. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making (nn) Section 11.28 of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood Credit Agreement is hereby amended and agreed that the initial Term Loan Commitments of $20,000,000, under and restated in its entirety as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).follows: “Section 11.28

Term Loans. Subject On each Payment Date commencing with the first Payment Date occurring after Term Loans have been Borrowed, the Borrower shall repay to the terms and conditions Administrative Agent, for the ratable account of this Agreementthe Lenders, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject equal to the terms and conditions of amount set forth on Schedule 2.06 (as may be amended in accordance with this Agreement and the Second Amendment, on the Second Amendment Effective Agreement) for such Payment Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate any remaining outstanding principal amount of the Term Loans hereunder shall be $60,000,000. All payable by the Borrower on the Maturity Date; provided that, after the Commercial Operation Date has occurred, the Borrower may, from time to time by delivering a written notice (each, a “Deferral Notice”) to the Administrative Agent at least three (3) U.S. Government Securities Business Days before the relevant Payment Date, defer, in whole or in part, the amount of the Term Loans shall to be made in and repayable in Dollars. Amounts repaid in respect paid on any Payment Date (the amount of the Term Loans being deferred, the “Deferred Amount”) to a date that is up to ninety (90) days after the relevant Payment Date (such date, the “Deferred Date”) subject to the following conditions: (a) the aggregate amount of days by which payment of the Term Loans may be deferred shall not exceed ninety (90) days, (b) no Default or Event of Default shall have occurred or be reborrowedcontinuing, (c) no amounts remain on deposit in the Debt Service Reserve Account (or if amounts remain on deposit in the Debt Service Reserve Account, the Deferred Amount is equal to the excess of the principal amount of the Term Loans due and payable on such Payment Date over the amounts that remain on deposit in the Debt Service Reserve Account), (d) the reason for such deferral shall be solely that processing of Minerals from the Project has been delayed and, as a result of such delay, the Refined Gold and Refined Silver have not been delivered to Peak’s Gold Metals Account (each such term as defined in the Toll Milling Agreement), and upon (e) the Administrative Agent shall have received a certificate of a Responsible Officer of Contango certifying that, in Contango’s reasonable opinion, after due inquiry, Refined Gold and Refined Silver (each Lender’s making such term as defined in the Toll Milling Agreement) will be delivered prior to the Deferred Date in an amount sufficient to pay the Deferred Amount in full. All amounts repaid pursuant to this Section 2.06 shall permanently reduce the aggregate amount of Term Loan Commitments in an amount equal to the Second Amendment amount of such repayment. Upon any such reduction of Term Loans on Loan Commitments, the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such each Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding by such Lender’s ratable share of the Existing Term Loans on the Closing Date and the Term Loan Commitments amount of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)such reduction.

Term Loans. Lenders previously made term loans to Borrower under the terms of the Existing Agreement, which Loans are in the aggregate, outstanding principal amount equal to the Existing Term Loans Balance as of the Closing Date (the “Existing Term Loans”). The parties hereto acknowledge and agree that the Existing Term Loans (and all accrued and unpaid interest thereon) shall, for all purposes of this Agreement and the Other Documents, constitute a part of the Term Loans (as hereinafter defined) which are outstanding under, governed by and payable in accordance with this Agreement and the Term Notes. Subject to the terms and conditions of this Agreement, on the Closing Dateeach Lender, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to will make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount and inclusive of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), ) to Borrower in an amount the sum equal to such LxxxxxLender’s Term Loan Commitment, such that after giving effect to Commitment Percentage of the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount remainder of (a) the Term Loans hereunder shall be $60,000,000. All Amount minus (b) the Existing Term Loans shall be made in and repayable in DollarsBalance. Amounts repaid in respect of Once repaid, the Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment . The Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect advanced on the Closing Date, were reduced to $0 upon the funding Date (exclusive of the Existing Term Loans which were advanced on the Existing Agreement Closing Date Date) and shall be (inclusive of the Existing Term Loans Balance of the Existing Term Loans), with respect to unpaid principal, payable as follows, subject, however, to acceleration upon the occurrence of an Event of Default under this Agreement or early termination of this Agreement for any reason: (i) monthly principal installments in the amount of $138,888.89 each due and payable on the first Business Day of each calendar month commencing January 1, 2006 and continuing through and including December 1, 2008, and (ii) a final principal installment in an amount equal to the then outstanding principal of all of the Term Loan Commitments Loans, due and payable on the Maturity Date; provided, however, that the unpaid balance of $20,000,000, all of the Term Loans shall be due and payable in full at the earlier of Borrower’s refinancing of any part of the Loans advanced under and as defined in this Agreement as in effect on or the First Amendment Effective Date, were reduced to $0 upon the funding end of the First Amendment Term. Additionally, as set forth in and subject to Section 2.14(b), certain of Borrower’s Excess Cash Flow will be applied to the unpaid balance of the Term Loans, such application to be applied to installments of principal in the inverse order of maturities thereof. The Term Loans on shall be evidenced by one or more secured promissory notes (collectively, the First Amendment Effective Date)“Term Notes”) in substantially the form attached hereto as Exhibit 2.4.

Term Loans. (a) Subject to the terms and conditions of this Agreementhereof, each Lender severally agrees to make an Initial Term Loan to the Borrower on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made Date in a term loan to Borrowers (collectively, the “Existing Term Loans”) in an principal amount equal to $20,000,000. Subject such Term Lender’s Initial Term Loan Amount and (b) subject to the terms and conditions hereof (including Section 2.21) and the Second Amendment, each Additional Lender severally agrees to make an Additional Term Loan to the Borrower on the Second Amendment Effective Date in a principal amount equal to such Additional Lender’s Additional Term Loan Amount set forth opposite such Additional Lender’s name on Schedule 1 to the Second Amendment and, in furtherance of the incurrence of such Additional Term Loans (and as contemplated by this Agreement, including Section 2.21), the Borrower, the Additional Lender thereof and the Administrative Agent hereby acknowledge and agree that (i) the Second Amendment shall constitute a Facility Increase Amendment, (ii) the Second Amendment Effective Date shall be the Facility Increase Effective Date for such Additional Term Loans, (iii) the Additional Lender making such Additional Term Loans shall become a “Lender” for all purposes of this Agreement and the First Amendmentother Credit Documents, (iv) such Additional Term Loans shall be added to, and thereafter constitute a part of, the Initial Term Loans for all purposes of this Agreement and the other Credit Documents, (v) notwithstanding anything to the contrary contained in herein, such Additional Term Loans shall be added to (and form a part of) each Interest Period of outstanding Initial Term Loans on a pro rata basis (based on the First relative sizes of the various outstanding Initial Term Loans comprising such Interest Periods) so that each Lender (including each such Additional Lender) will participate proportionately in each then outstanding Interest Period relating to the Initial Term Loans, (vi) such Additional Term Loans are being incurred in reliance on Section 2.21(a)(A), (vii) such Additional Term Loans (A) shall have a maturity date that is the Term Loan Maturity Date, (B) shall have the same rate of amortization as the Initial Term Loans and, accordingly, the scheduled amortization payments under Section 2.9 required to be made after the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, shall be ratably increased by the aggregate principal amount of the such Additional Term Loans hereunder and, if necessary, shall be $40,000,000. Subject further increased for all Lenders on a pro rata basis to the terms extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation, (C) shall have the same Applicable Margins as the Initial Term Loans and conditions of this Agreement and the Second Amendment, (D) otherwise shall be on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees exact same terms applicable to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Initial Term Loans, collectively, and (viii) the “Term Loans”), in an amount equal to proceeds of such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Additional Term Loans shall be made used for the purposes set forth in and repayable in Dollarsthe recitals to the Second Amendment. Amounts Any Term Loan repaid in respect of Term Loans or prepaid may not be reborrowed. Subject to Sections 2.10 and 2.11, and upon each Lender’s making of the Second Amendment all amounts owed hereunder with respect to all Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined paid in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and full no later than the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Maturity Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).”

Term Loans. Subject The Borrower shall repay to the terms Administrative Agent for the ratable account of the applicable Term Lenders (i) in the case of the Initial Term Loans, on the last Business Day of each March, June, September and conditions December, commencing with the first such date to occur for the first full fiscal quarter after the Closing Date, an aggregate principal amount equal to 0.25% of this Agreement, the aggregate principal amount of Initial Term Loans made on the Closing Date, each Lender then party to this Agreement severally (and not jointlyii) made a term loan to Borrowers (collectively, the “Existing for any Delayed Draw Term Loans”) in , on the last Business Day of each March, June, September and December, commencing with the first such date to occur for the first full fiscal quarter after the Delayed Draw Closing Date therefor, an aggregate principal amount equal to $20,000,000. Subject to 0.25% of the terms and conditions aggregate principal amount of this Agreement and the First Amendment, such Delayed Draw Term Loans made on the First Amendment Effective related Delayed Draw Closing Date, each Lender severally (and not jointlyiii) agrees to make an additional term loan to Borrowers (collectively, on the “First Amendment Maturity Date for the Initial Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the all Initial Term Loans hereunder shall be $40,000,000. Subject to the terms outstanding on such date and conditions of this Agreement and the Second Amendment, (iv) on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, Maturity Date for the “Second Amendment Delayed Draw Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the all Delayed Draw Term Loans hereunder outstanding on such date; provided, that, it is the intent of the parties hereto that the Initial Term Loans and the Delayed Draw Term Loans (if and when funded) shall have the same terms and shall (to the fullest extent permitted by Law, but, for the avoidance of doubt, without imposing any obligation on any party to change the economic terms set forth in this Agreement) be treated as a single class for all purposes (i.e., “fungible”), and with the consent of the Borrower and the Blackstone Credit Representative, the Borrower (in its sole discretion) and the Administrative Agent (following notice to the Administrative Agent from the Borrower and the Blackstone Credit Representative of such consent on or prior to the date of Borrowing of any Delayed Draw Term Loans, and at the Blackstone Credit Representative’s direction), without the consent of any other Lenders, may agree to adjust the size or date of the scheduled amortization payments described in subclause (ii) and incorporate terms that would be favorable to existing Lenders of the Initial Term Loans including, for the avoidance of doubt, any increase in the applicable yield relating to the Initial Term Loans (including by adjusting the size of the scheduled amortization payments described in subclause (i) upward) to achieve fungibility for U.S. federal income tax purposes with the Initial Term Loans. The Lenders hereby irrevocably authorize the Administrative Agent to enter into (i) any amendment to this Agreement or any other Loan Document as may be necessary in order to incorporate any terms described in the foregoing sentence (which amendment shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making entered into by the Administrative Agent at the direction of the Second Amendment Term Loans Blackstone Credit Representative, subject to the agreement of the Borrower) and (ii) such technical amendments as may be necessary or appropriate in the reasonable opinion of the Blackstone Credit Representative and the Borrower in connection with the changes described in the foregoing clause (i), in each case on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in terms consistent with this Agreement Section 2.07 as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)date hereof.

Term Loans. Subject to During the terms and conditions of this Agreement, on the Closing DateCommitment Period, each Lender then party to this Agreement of the Term Lenders severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers loans (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal Dollars, to such Lxxxxx’s the Borrower from time to time on any Business Day prior to the Term Loan CommitmentTermination Date, such in two (2) drawings by the Borrower, the first of which will be made on the Closing Date and the second of which, unless not requested by the Borrower prior to the Term Loan Expiry Date, will be made not more than sixty (60) days after the Closing Date; provided that after giving effect to any such Term Loans, (i) with respect to the Second Amendment on the Second Amendment Effective DateTerm Lenders collectively, the aggregate principal amount Outstanding Amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall not exceed FIVE HUNDRED MILLION DOLLARS ($500,000,000) (as such amount may be decreased in accordance with the provisions hereof, the “Aggregate Term Loan Committed Amount”) and (ii) with respect to each Term Lender individually, such Lender’s Term Loans shall not exceed its respective Term Loan Committed Amount. Each Term Loan Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in and repayable in Dollarsaccordance with their respective Term Loan Commitment Percentage of the Aggregate Term Loan Committed Amount. Amounts repaid in respect of on the Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment . The Term Loans on may consist of Base Rate Loans, Eurodollar Rate Loans or a combination thereof, as the Second Amendment Effective DateBorrower may request; provided, however, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans Borrowing made on the Closing Date and or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless the Borrower delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Borrowing.

Term Loans. Subject to (i) To the terms and conditions of this Agreement, extent such Lender was a Term Loan Lender with an Initial Term Loan Commitment on the Closing Date, each Lender then party to this Agreement severally (and not jointly) have previously made a term loan to Borrowers (collectively, an Initial Term Loan on the “Existing Term Loans”) Closing Date in an amount equal to $20,000,000. Subject not exceeding its Initial Term Loan Commitment (which Initial Term Loan Commitments, for the avoidance of doubt, shall have terminated on the Closing Date concurrently with the making of such Initial Term Loans) and, (ii) to the terms and conditions of this Agreement and the First Amendmentextent such Lender iswas a Term Loan Lender with a 2019 Term Loan Commitment, to on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s have previously makde a Term Loan Commitment, such that after giving effect to the First Amendment Borrower on the First Amendment Effective Date, Date in the aggregate principal amount of its 2019 Term Loan Commitment (each such loan, a “2019 Term Loan”, which 2019 Term Loan Commitments, for the avoidance of doubt, shall have terminated on the First Amendment Effective Date concurrently with the making of such 2019 Term Loans hereunder shall be $40,000,000. Subject Loans) and (iii) to the terms and conditions of this Agreement and extent such Lender is a Term Loan Lender with a 2020 Term Loan Commitment, to make a Term Loan to the Second Amendment, Borrower on the Second Amendment Effective DateDate in the principal amount of its 2020 Term Loan Commitment (each such loan, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelya “2020 Term Loan”; the Initial Term Loans and, the “Second Amendment 2019 Term Loans,” and together with the Existing Term Loan Loans and the First Amendment 2020 Term Loans, collectively, the collectively referred to herein as “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).; and

Term Loans. Subject On the Original Closing Date, subject to the terms and conditions of this the Original Credit Agreement (prior to its amendment and restatement pursuant to the terms of the First Amended and Restated Credit Agreement on the First Amended and Restated Closing Date), each Lender with a "Term Loan Commitment" (as defined in the Original Credit Agreement) made (severally, not jointly or jointly and severally) term loans (the "Original Term Loans") to Borrower then party to the Original Credit Agreement. On the First Amended and Restated Closing Date, subject to the terms and conditions of the First Amended and Restated Credit Agreement (prior to its amendment and restatement pursuant to the terms of the Second Amended and Restated Credit Agreement on the Second Amended and Restated Closing Date), each Lender with a "Term Loan Commitment" (as defined in the First Amended and Restated Credit Agreement) made (severally, not jointly or jointly and severally) term loans (the "First Amended and Restated Term Loans") to Borrower then party to the First Amended and Restated Credit Agreement. On the Second Amended and Restated Closing Date, subject to the terms and conditions of the Second Amended and Restated Credit Agreement (prior to its amendment and restatement pursuant to the terms hereof on the Closing Date), each Lender with a "Term Loan Commitment" (as defined in the Second Amended and Restated Credit Agreement) made (severally, not jointly or jointly and severally) term loans (the "Second Amended and Restated Term Loans") to Borrower then party to the Second Amended and Restated Credit Agreement. The outstanding principal balance of the Original Term Loan plus the First Amended and Restated Term Loans plus the Second Amended and Restated Term Loans was paid in full as of the Paydown Date. On the Closing Date, each Lender then party agrees to this Agreement severally (and not jointly) made make a new term loan to Borrowers Borrower in the amount of such Lender's Term Loan Commitment (collectively"Term Loan"). The Term Loan Commitments of Lenders shall terminate concurrently with the making of the Term Loan on the Closing Date. The principal of the Term Loan shall be repaid on the following dates and in the following amounts (each, an "Installment Amount"): Date Installment Amount March 31, 2020 and the “Existing last day of each fiscal quarter thereafter through and including December 31, 2021 $125,000.00 March 31, 2022 and the last day of each fiscal quarter thereafter $250,000.00 The outstanding unpaid principal balance and all accrued and unpaid interest on the Term Loans”Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in an amount equal to $20,000,000. Subject to accordance with the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate hereof. Any principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts is repaid in respect of Term Loans or prepaid may not be reborrowed. All principal of, interest on, and upon each Lender’s making other amounts payable in respect of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)shall constitute Obligations hereunder.

Term Loans. Subject to the terms and conditions of set forth in this Agreement, each of the Term Lenders severally agrees to lend to Borrower, and Borrower will borrow on the Closing DateDate and, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendmentif Borrower elects as provided hereinbelow, on the First Amendment Effective Datesuch later date or dates as hereinafter provided, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such LxxxxxLender’s Term Loan Commitment; provided, such that after giving effect to the First Amendment that, in all events no Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Datedate of any such borrowing; and provided, further, that the aggregate outstanding principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to all amounts requested), shall not at any time exceed the Second Amendment aggregate Term Commitments of all Term Lenders or cause a violation of the covenant set forth in §9.2(b). At Borrower’s election, up to $70,000,000 of the Term Loans may be advanced during the ninety (90) days after the Closing Date rather than on the Second Amendment Effective Closing Date, the aggregate principal amount of . The Term Loans shall be made pro rata in accordance with each Term Lender’s Term Commitment Percentage. Borrower’s request for the Term Loans hereunder shall be $60,000,000constitute a representation and warranty by Borrower that all of the conditions set forth in §10 and §11, as applicable, have been satisfied on the date of such request. All No Term Lender shall have any obligation to make Term Loans shall be made to Borrower in and repayable in Dollars. Amounts repaid in respect a principal amount of Term Loans may not be reborrowed, and upon each more than the principal face amount of such Lender’s making of Term Commitment. Notwithstanding the Second Amendment Term Loans on the Second Amendment Effective Dateforegoing, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed Borrower acknowledges that the initial “Term Loan Commitments of $20,000,000, Loans” outstanding under and as defined in this the Original Credit Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date will continue to remain outstanding as Term Loans hereunder in accordance with and subject to the respective Term Commitments of the Term Loan Commitments of $20,000,000, under Lenders hereunder and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)will not be re-borrowed by Borrower.

Term Loans. Subject to the terms and conditions of this Agreementset forth herein, (i) on the Closing Date, each Term Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject Loan to the terms and conditions Borrower in Dollars in a principal amount not exceeding its Term Commitment as of this Agreement and the First AmendmentClosing Date, (ii) on the First Amendment Restatement Effective Date, each Term Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s a 2016 Incremental Term Loan Commitment, such that after giving effect to in Dollars in a principal amount not exceeding the First Amendment on lesser of its pro rata share of $179,055,456.34 and its 2016 Incremental Term Loan Commitment as of the First Amendment Restatement Effective Date, the aggregate proceeds of which (other than a portion of which in an amount necessary to pay the consent fee described in Section 3(h)(ii) of Amendment No. 1 to the Second Amended and Restated Credit Agreement) shall be funded directly into Escrow (the “Restatement Effective Date 2016 Incremental Term Loan”) and (iii) on the date on which the Acquisition is consummated, subject to the delivery of a Notice of Borrowing in respect thereof (it being understood that such Notice of Borrowing shall be separate from the Notice of Borrowing in respect of the Borrowing of the Restatement Effective Date 2016 Incremental Term Loan) at least one Business Day prior to such date, each Term Lender holding a 2016 Incremental Term Loan Commitment severally agrees to make a 2016 Incremental Term Loan to the Borrower in Dollars in a principal amount not exceeding its 2016 Incremental Term Loan Commitment as of such date, less the principal amount of the Restatement Effective Date 2016 Incremental Term Loans hereunder shall be $40,000,000. Subject Loan funded by such Term Lender pursuant to clause (ii) above (the terms and conditions of this Agreement and “Acquisition Date 2016 Incremental Term Loan” and, together with the Second Amendment, on the Second Amendment Restatement Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyDate 2016 Incremental Term Loan, the “Second Amendment 2016 Incremental Term Loans,” and together with ”). The initial Term Loans, the Existing Restatement Effective Date 2016 Incremental Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Acquisition Date 2016 Incremental Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect a single tranche of Term Loans for all purposes under this Agreement, and to carry out such purpose, on the date of the making of any 2016 Incremental Term Loan, notwithstanding anything to the contrary set forth in Section 2.06, such 2016 Incremental Term Loan maybe allocated to (and form part of) the respective Borrowings of the existing Term Loans (whether in Base Rate Loans or Eurodollar Loan of various Interest Periods) on a pro rata basis, in each case as determined by the Administrative Agent in consultation with the Borrower. The Term Borrowing shall be made from the several Term Lenders ratably in proportion to their respective Term Commitments. The Term Commitments are not revolving in nature and any amounts repaid or prepaid prior to the Term Loan Maturity Date may not be reborrowed, and upon each Lender’s making of the Second Amendment . Any Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans not funded on the Closing Date and or the Restatement Effective Date (in the case of the 2016 Incremental Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Commitments) will be terminated.

Term Loans. Subject Any Incremental Revolving Credit Commitments, Incremental Term Loan Commitments, Reinstated Revolving Credit Commitments or Tranche B-3 Term Loan Commitments are sometimes referred to herein as “New Commitments”. The notice in respect of any such request shall specify (A) the date (each, a “New Effective Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a date not less than five Business Days after the date on which such notice is delivered to the terms Agent (or such shorter period as the Agent may agree) and conditions (B) the identity of this Agreement, on the Closing Date, each Lender then party or Affiliate or Approved Fund of a Lender or other Person that is consented to this Agreement severally by the Agent (and such consent not jointlyto be unreasonably withheld or delayed) made a term loan to Borrowers (collectively, whom the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions Borrower proposes any portion of this Agreement such New Commitments be allocated and the First Amendmentamounts of such allocations; provided, on that any Lender approached to provide all or a portion of the First Amendment New Commitments may elect or decline, in its sole discretion, to provide such Commitment. Such New Commitments shall become effective as of the applicable New Effective Date, each Lender severally ; provided that (and not jointly1) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to no Default or Event of Default shall exist on such Lxxxxx’s Term Loan Commitment, such that New Effective Date before or after giving effect to such New Commitments; (2) in the First Amendment case of Incremental Revolving Credit Commitments and Incremental Term Loan Commitments only, on the First Amendment such New Effective Date, after giving pro forma effect to the aggregate principal amount funding of all Loans under such Incremental Revolving Credit Commitments and the application of the proceeds thereof as if such Loans were incurred and the proceeds thereof so applied on the first day of the most recently ended four full fiscal quarter period for which internal financial statements are available (assuming for this purpose that all loans committed thereunder had been fully funded on the first day of such period) and giving pro forma effect to all acquisitions made by the Co-Borrowers and their Subsidiaries at any time during such four fiscal quarter period or at any time thereafter as if such acquisitions had been completed on the first day of such period, the Borrower could incur $1.00 of additional Indebtedness under Section 6.01(a) as of such New Effective Date (and for this purpose the Agent shall be entitled to rely conclusively upon a certificate as to satisfaction of the condition set forth in this clause (2) delivered to it by a Financial Officer of the Borrower); (3) the New Commitments shall be effected pursuant to one or more New Facility Joinder Agreements executed and delivered by the Borrower to the Agent and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.15(e); (4) the Co-Borrowers shall make any payments required pursuant to Section 2.14 in connection with any such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments; and (5) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. Any Term Loans hereunder made pursuant to Incremental Term Loan Commitments or Tranche B-3 Term Loan Commitments that become effective on a New Effective Date (and any Term Loans the maturity of which is extended pursuant to an Extension Agreement) shall be $40,000,000. Subject to the terms and conditions designated a separate series (a “Series”) of Term Loans for all purposes of this Agreement (and, for the avoidance of doubt, the Tranche B-1 Term Loans are hereby designated a separate Series and the Second AmendmentTranche B-2 Term Loans are hereby designated a separate Series). Once any New Commitments become effective as of their respective New Effective Dates in accordance with this Section 2.24(a), on extensions of credit may be made thereunder in accordance with the Second Amendment Effective Dateterms of the applicable New Facility Joinder Agreement without any additional conditions thereto provided that, with respect to each such extension of credit, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall conditions set forth in Sections 4.01(b) and (c) must be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)satisfied.

Term Loans. Subject to satisfaction of the terms and conditions set forth in Section 9 hereof on the date of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, shall borrow from the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date Lenders and the Term Loan Commitments Lenders shall lend to the Borrowers the sum of One Million One Hundred and Sixty-Seven Thousand US Dollars ($20,000,0001,167,000.00), under (the "Term Loan"), repayable with interest as provided herein. The Term Loan shall bear interest and at the option of any Term Loan Lender shall be evidenced by and repayable in accordance with a term note drawn to the order of such Term Loan Lender substantially the form of Exhibit 3 hereto (the "Term Note"), as defined the same may hereafter be amended, supplemented or restated from time to time and any note or notes issued in substitution therefor, but in the absence of the Term Note the Agent's records of loans and repayments shall be prima facie evidence of the accuracy thereof. The unpaid principal balance of the Term Loan outstanding from time to time, net of any portion of the unpaid principal balance of the Term Loan (if any) which bears interest calculated by reference to LIBOR, shall bear interest, until repaid, at the Prime Rate. Interest accruing on the Term Loan shall be payable (i) on the first day of each month in arrears; (ii) on termination of this Agreement as in effect pursuant to Section 20 hereof; (iii) on acceleration of the time for payment of the Obligations pursuant to Section 15 hereof; and (iv) on the First Amendment Effective Date, were reduced date the Obligations are paid in full. The rate of interest payable by the Borrowers pursuant to $0 upon this Section 5(v) shall be changed effective as of that date in which a change in the funding Prime Rate becomes effective. Interest shall be computed on the basis of the First Amendment actual number of days elapsed over a year of three hundred sixty (360) days. The unpaid principal balance of the Term Loans Loan outstanding from time to time, net of any portion of the unpaid principal balance of the Term Loan (if any) which bears interest calculated by reference to the Prime Rate, shall bear interest, until repaid, at the LIBOR Interest Rate plus the Applicable Margin. Interest shall be computed on the First Amendment Effective Date)basis of the actual number of days elapsed over a year of three hundred sixty (360) days.

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such LxxxxxLender’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such LxxxxxLender’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject On the Effective Date, (i) the Existing Facility A Term Loans held by the Existing Lenders under the Existing Credit Agreement shall automatically, and without any action on the part of any Person, be designated as Term Loans hereunder, and each of the Existing Lenders, if any, whose relative proportion of Term Loan Commitments hereunder is increasing over the proportion of Existing Facility A Term Loans held by it under the Existing Credit Agreement (each, an "Increasing Term Loan Lender") shall, by assignments from the Existing Lenders whose relative proportion of Term Loan Commitments hereunder is decreasing from its relative proportion of Existing Facility A Term Loans (which assignments shall be deemed to occur automatically on the Effective Date), acquire a portion of the Term Loans of such Existing Lenders, (ii) each New Lender that is a Term Loan Lender and each Increasing Term Loan Lender severally agrees, on the terms and conditions of this Agreement, to make (on the Closing Date, each Lender then party to this Agreement severally (and not jointlya non-pro rata basis) made a term loan to Borrowers (collectively, the “Existing under its Term Loans”) in an amount equal to $20,000,000. Subject Loan Commitment hereunder to the terms and conditions of this Agreement and Borrower in Dollars and/or (iii) the First Amendment, Borrower shall prepay the Term Loans held by the Existing Lenders (on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitmenta non-pro rata basis), such that after giving effect to such assignments, loans and/or prepayments the First Amendment on Credit Agreement Term Loan Lenders shall hold the First Amendment Term Loans hereunder ratably in accordance with their respective Term Loan Commitments. From and after the Effective Date, the aggregate principal amount Borrower may Convert Term Loans of one Type into Term Loans of another Type (as provided in Section 2.09 hereof) or Continue Term Loans of one Type as Term Loans of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally same Type (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), as provided in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective DateSection 2.09 hereof).

Term Loans. (i) Subject to the terms and conditions set forth herein, the Lenders will make advances of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made their respective Initial Term Loan Commitment Percentages of a term loan to Borrowers (collectively, the “Existing Initial Term LoansLoan”) in an amount equal not to exceed the Initial Term Loan Commitment, which Initial Term Loan will be disbursed to the Borrower in Dollars in a single advance on the Closing Date. The Initial Term Loan may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the Initial Term Loan may not be reborrowed. Immediately prior to the Fourth Amendment Effective Date, the Initial Term Loan Outstanding Amount was $20,000,00072,000,000. On the Fourth Amendment Effective Date, the remaining portion of the Initial Term Loan Outstanding Amount, after giving effect to the Fourth Amendment Replacement Transaction ($12,000,000), will be reallocated to the Revolving Commitments and be deemed to be a portion of the Outstanding Amount of the Revolving Loans from and after the Fourth Amendment Effective Date, subject to any Borrowings and prepayments or repayments of Revolving Loans and Swingline Loans, as the case may be, occurring after the Fourth Amendment Effective Date in accordance with the terms of this Agreement (the “Fourth Amendment Reallocation Transaction”). For the avoidance of doubt, on the Fourth Amendment Effective Date, the Initial Term Loan shall be deemed to be paid in full and discharged. (ii) Subject to the terms and conditions set forth herein, the Lenders will make advances of this Agreement and the First Amendment, on the First their respective Fourth Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional Replacement Term Loan Commitment Percentages of a term loan to Borrowers (collectively, the “First Fourth Amendment Replacement Term LoansLoan”) in an amount equal not to such Lxxxxx’s exceed the Fourth Amendment Replacement Term Loan Commitment, such that after giving effect which Fourth Amendment Replacement Term Loan will be deemed to be disbursed to the First Amendment Borrower in Dollars in a single advance on the First Fourth Amendment Effective Date and will replace the Initial Term Loan through a “cashless roll” of the Initial Term Loan. In connection with the deemed disbursement of the Fourth Amendment Replacement Term Loan on the Fourth Amendment Effective Date, the aggregate principal amount $60,000,000 of the Initial Term Loans hereunder shall Loan Outstanding Amount will be $40,000,000. Subject deemed to be the terms Outstanding Amount of the Fourth Amendment Replacement Term Loan from and conditions of this Agreement and after the Second Amendment, on the Second Fourth Amendment Effective Date, each Lender severally subject to the prepayment or repayment of such Outstanding Amount after the Fourth Amendment Effective Date in accordance with the terms of this Agreement (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Fourth Amendment Term Loans,” and together with the Existing Replacement Transaction”). The Fourth Amendment Replacement Term Loan and the First Amendment Term may consist of Base Rate Loans, collectivelyAdjusted LIBOR Rate Loans, or a combination thereof, as the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in DollarsBorrower may request. Amounts repaid in respect of on the Fourth Amendment Term Loans Loan may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated . (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Datec).

Term Loans. Subject to the terms and conditions of this Agreement, on the Closing Datehereof, each Term Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term a single loan to Borrowers Borrower on the date hereof, provided that (collectively, the “First Amendment a) such Term Loans”) in an amount equal to such Lxxxxx’s Lender's Term Loan Commitment(herein called such Term Lender's "Term Loan") shall equal such Term Lender's Maximum Term Loan Amount and (b) the aggregate amount of all Term Loans does not exceed the total Maximum Term Loan Amount. Portions of each Term Lender's Term Loan may from time to time be designated as a Base Rate Loan or Eurodollar Loan as provided herein. Borrower's obligation to repay to each Term Lender the amount of such Term Loan made by such Term Lender, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such that after giving effect Term Lender's "Term Note") made by Borrower payable to the First Amendment order of such Term Lender in the form of Exhibit A-2 with appropriate insertions. The amount of principal owing on any Term Lender's Term Note shall be the amount of such Term Lender's Term Loan minus all payments of principal theretofore received by such Term Lender on such Term Note. Interest on each Term Note shall accrue and be due and payable as provided herein and therein. Each Term Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the First Amendment Effective Maturity Date. No portion of any Term Loan which has been repaid may be reborrowed. Borrower will, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject in addition to the terms and conditions of this Agreement and the Second Amendment, paying any interest then due on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectivelymake principal payments, the “with each such payment applied ratably to each Term Loans”)Note, in an amount equal to such Lxxxxx’s Term Loan Commitmentaccordance with the following schedule: Payment Date Amount of Payment ------------ ----------------- March 31, such that after giving effect to the Second Amendment on the Second Amendment Effective Date2001 $2,500,000 June 30, the aggregate principal amount of the Term Loans hereunder shall be 2001 $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed2,500,000 September 30, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date2001 $2,500,000 December 31, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of 2001 $20,000,0002,500,000 March 31, under and as defined in this Agreement as in effect on the Closing Date2002 $2,500,000 June 30, were reduced to 2002 $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of 2,500,000 September 30, 2002 $20,000,0002,500,000 December 31, under and as defined in this Agreement as in effect on the First Amendment Effective Date2002 $2,500,000 March 31, were reduced to 2003 $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).2,500,000 June 30, 2003 $2,500,000 August 15, 2003 $45,000,000

Term Loans. Subject (a)The parties hereto acknowledge that (i) “Term Loans” (as defined in the Existing Credit Agreement) in an aggregate principal amount of $200,000,000 were funded to the Borrower under the Existing Credit Agreement, (ii) additional Term Loans in an aggregate principal amount of $200,000,000 were funded to the Borrower by the 2015 Term Loan Lenders on the Closing Date pursuant to the terms and conditions of this Agreement, on Agreement and (iii) immediately prior to the Closing Second Amendment Effective Date, each Lender then party to this Agreement severally the total outstanding principal amount of the Term Loans described in the preceding clauses (i) and not jointly(ii) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to was $20,000,000391,500,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on b)On the Second Amendment Effective Date, (i) each Cashless Option Lender severally (agrees, severally, and not jointly, to exchange its Existing Term Loans for a like principal amount of Tranche B Term Loans, and (ii) the Additional Tranche B Term Loan Lender agrees to make an additional term loan to Borrowers Tranche B Term Loans (collectively, the “Second Amendment Additional Tranche B Term Loans,” ”) to the Borrower in a principal amount not to exceed its Additional Tranche B Term Loan Commitment, and together the Borrower shall prepay all Existing Term Loans of Non-Exchanging Lenders with the Existing gross proceeds of the Additional Tranche B Term Loan and the First Amendment Loans. (c)With respect to all Term Loans, collectively(i) once prepaid or repaid, may not be reborrowed, (ii) such Term Loans may be, from time to time at the option of the Borrower, Base Rate Loans or Eurodollar Loans or a combination thereof in accordance with the terms and conditions hereof, in each case denominated in Dollars, provided that all Term Loans made as part of the same Term Borrowing shall consist of Term Loans of the same Type, (iii) such Term Loans shall be repaid in accordance with Section 2.9(c) and (iv) such Term Loans shall not exceed for any Lender at the time of incurrence thereof the aggregate principal amount of such 6 Lender’s Term Loan Commitment, if any. (i) Section 2.13(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: “(a) The Borrower shall pay interest on each (i) Base Rate Loan at the Base Rate in effect from time to time, (ii) Eurodollar Revolving Loan, at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan and (iii) Eurodollar Term Loan, at the Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan, plus, in each case, the Applicable Margin, with respect to such Type and Class of Loan in effect from time to time.” (j) Section 2.14(d) of the Credit Agreement is hereby amended and restated in its entirety as follows: “(d) The Borrower agrees to pay to the Administrative Agent for the account of each Term Loans”Loan Lender with outstanding Term Loans immediately prior to any Repricing Transaction occurring on or prior to the 6-month anniversary of the Second Amendment Effective Date (including each Term Loan Lender that withholds its consent to such Repricing Transaction and is replaced pursuant to Section 2.26(d)), a fee in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, 1.0% of the aggregate principal amount of the such Lender’s outstanding Term Loans hereunder immediately prior (and subject) to such Repricing Transaction, which fee shall be $60,000,000. All Term Loans due and payable upon the effectiveness of such Repricing Transaction.” (k) The following shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of added as a new Section 10.17 to the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).Credit Agreement: Section 10.17

Term Loans. Subject to the terms and conditions of this Agreementand relying upon the representations and warranties herein set forth, (i) each Prepetition Lender that is a party hereto on the Closing Date, each Lender then party Effective Date severally agrees to this restructure and rearrange a portion of the Debt owing to it under the Prepetition Credit Agreement severally (and not jointly) made as a term loan to Borrowers (collectively, the “Existing Term Loans”) Loan hereunder in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, for each such Prepetition Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such LxxxxxPrepetition Lender’s pro rata share of $125,000,000 (as reduced by the amount set forth in clause (ii) hereof) of Term Loan Loans as set forth on Annex I attached hereto and (ii) pursuant to the Plan of Reorganization and the Backstop Commitment, certain of the Consenting Senior Note Holders (as defined in the Plan Support Agreement), upon the execution and delivery by each Consenting Senior Note Holder of the Assignment and Assumption, dated as of the Effective Date (the “Closing Date Assignment Agreement”), severally agrees upon the payment in full, in cash, by such that after giving effect Consenting Senior Note Holders on the Effective Date to the First Amendment on Administrative Agent for the First Amendment Effective Date, the aggregate principal amount benefit of the Term Loans hereunder shall be Prepetition Lenders of $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”)31,250,000, in an amount for each such Consenting Senior Note Holder equal to such LxxxxxConsenting Senior Note Holder’s pro rata share of $31,250,000 of Term Loan Commitment, such that after giving effect Loans as set forth on Annex I attached hereto. The Term Loans described in the preceding clause (i) shall be deemed to the Second Amendment be made in a single advance on the Second Amendment Effective Date, the aggregate principal amount of the . The Term Loans hereunder shall be $60,000,000. All Term Loans described in the preceding clause (ii) shall be made in a single advance on the Effective Date, and repayable the Consenting Senior Note Holders shall become “Lenders” hereunder, upon the acquisition by the applicable Consenting Senior Note Holder of such Term Loans pursuant to the Closing Date Assignment Agreements executed and delivered by the Consenting Senior Note Holders concurrently with the payment in Dollarsfull, in cash, of $31,250,000 to the Administrative Agent pursuant to the Plan of Reorganization and the Backstop Commitment. Amounts Once repaid or prepaid, in respect of whole or in part, the Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment . No Term Lender shall have any commitment to make (or assume) any Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and other than as defined described in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective DateSection 2.01(a).

Term Loans. Subject Each Existing Term Loan outstanding under the Existing Credit Agreement on the Amendment and Restatement Effective Date shall remain outstanding as a Term Loan under this Agreement until repaid or prepaid. Each of the Existing Term Lenders will, as of the Amendment and Restatement Effective Date, sell and assign to the terms Term Lenders an interest in and conditions to all of this Agreement, its respective rights and obligations under and in respect of the outstanding Existing Term Loans set forth opposite such Existing Term Lender’s name on Part A of Schedule 2.01 under the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the caption “Existing Term Loans”) in an , and each of the Term Lenders will purchase and assume its Applicable Percentage of all such outstanding Existing Term Loans. After giving effect to all such assignments and assumptions on the Amendment Effective Date and the Borrowing of Term Loans, if any, made by the Borrower hereunder on such date, each of the Term Lenders will be owed the principal amount equal to $20,000,000of Terms Loans hereunder set forth opposite its name on Part B of Schedule 2.01. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Dateset forth herein, each Term Lender severally (and not jointly) agrees to make an additional (or cause its Lending Office to make) a single term loan to Borrowers (collectivelyeach such loan, the a “First Amendment Term LoansLoan”) to the Borrower in an Dollars on the Amendment and Restatement Effective Date in a principal amount equal to such LxxxxxTerm Lender’s Term Loan Commitment, such that after giving effect to Commitment less the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the any Existing Term Loans hereunder shall be $40,000,000. Subject previously made by such Lender and continued pursuant to the terms and conditions hereof. Amounts borrowed or, in the case of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectivelycontinued, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in under this Section 2.01(b) and repayable in Dollars. Amounts repaid in respect of Term Loans or prepaid may not be reborrowed, and upon each Lender’s making of the Second Amendment . Term Loans on the Second Amendment Effective Datemay be Base Rate Loans or Eurodollar Rate Loans, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000or a combination thereof, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)further provided herein.

Term Loans. Subject Each Lender severally and not jointly agrees to make term loans, in Dollars and in no more than three (3) Advances, to the Borrower on the Closing Date and, subject to the terms and conditions hereof, thereafter in an aggregate amount equal to such Lender's Term Loan Commitment (each such loan being referred to herein individually as a "Term Loan" and collectively as the "Term Loans"); provided that (i) the initial Term Loans made hereunder shall not exceed an aggregate principal amount of this Agreement$22,000,000 and may only be used to redeem in full the Borrower's 6% Convertible Subordinated Notes, to repay in full the Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith, (ii) not more than an additional $6,500,000 in aggregate principal amount of Term Loans may be made to the Borrower during the period commencing on the Closing Date and ending on March 15, 2005 so long as the proceeds of such Term Loans are used solely to redeem (but not in any event pursuant to a notice to redeem all of the Convertible Subordinated Notes prior to March 15, 2005) certain of the Convertible Subordinated Notes, to repay a portion of the Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith and (iii) not more than an additional $6,500,000 in aggregate principal amount of Term Loans may be made to the Borrower during the period commencing on January 1, 2005 and ending on March 15, 2005 so long as the proceeds of such Term Loans are used solely to redeem (but not in any event pursuant to a notice to redeem all of the Convertible Subordinated Notes prior to March 15, 2005) certain of the Convertible Subordinated Notes, to repay a portion of the Indebtedness thereunder and to pay costs and expenses incurred by the Borrower in connection therewith. The unpaid principal balance of the Term Loans shall be repaid in sixteen (16) consecutive quarterly principal installments, payable on or before the last Business Day of each fiscal quarter of the Borrower, commencing on March 31, 2004, and continuing thereafter until the Term Loan Maturity Date, and the Term Loans shall be permanently reduced by the amount of each Lender then party to this Agreement severally (and not jointly) installment on the date payment thereof is made a term loan to Borrowers (collectively, the “Existing Term Loans”) hereunder. Each such installment shall be in an amount equal to $20,000,000875,000; provided that, notwithstanding the foregoing, the final installment on the Term Loan Maturity Date shall be in the amount of the then outstanding principal balance of the Term Loans. Subject to In addition, notwithstanding the terms immediately preceding sentence, the then outstanding principal balance of the Term Loans, if any, shall be due and conditions payable on the Term Loan Maturity Date. No installment of this Agreement any Term Loan shall be reborrowed once repaid and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and shall permanently reduce by such amount the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such each Lender and the Aggregate Term Loan Commitment. In addition to the scheduled payments on the Term Loans, the Borrower (a) may make the voluntary prepayments described in Section 2.7 for credit against the scheduled payments on the Term Loans pursuant to Section 2.7 and (b) shall make the mandatory prepayments prescribed in Section 2.2 for credit against the scheduled payments on the Term Loans pursuant to Section 2.2. Each Lender's Term Loan Commitment and the Aggregate Term Loan Commitment shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000zero after March 15, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)2005.

Term Loans. Subject to The Revolving Credit Borrowers will use the terms and conditions proceeds of this Agreement, the Revolving Loans made (i) on the Closing Amendment No. 3 Funding Date, each Lender then party to this Agreement severally finance payment of the Arysta LifeScience Acquisition and fees, premiums, expenses and other transaction costs relating thereto and to Amendment No. 3 (and not jointly) made a term loan with any remaining amounts borrowed to Borrowers (collectively, the “Existing Term Loans”be used for general corporate purposes) in an aggregate amount equal not to exceed $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment175,000,000, (ii) on the First Amendment Effective No. 4 Funding Date, each Lender severally to finance payment of the Alent Acquisition and fees, premiums, expenses and other transaction costs relating thereto and to Amendment No. 4 (and not jointly) agrees with any remaining amounts borrowed to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”be used for general corporate purposes) in an aggregate amount equal not to such Lxxxxx’s exceed $120,000,000 and (iii) thereafter, for general corporate purposes. The Revolving Credit Borrowers shall be entitled to request the issuance of Letters of Credit to support payment obligations incurred in the ordinary course of business.” (ll) Section 9.01(b)(ii) of the Credit Agreement is hereby amended and restated in its entirety as follows: “(ii) Sections 7.05, 7.09, 7.10, 7.11, 7.17 or Article VIII; provided that, any Event of Default under Section 8.10 shall not constitute an Event of Default with respect to the Tranche B-5 Term Loan CommitmentFacility, the Tranche B-6 Term Loan Facility, Euro Tranche C-4 Term Loan Facility, Euro Tranche C-5 Term Loan Facility or any New Term Loan Facility until the earlier of (x) the date that is 30 days after the date such that after giving effect Event of Default arises with respect to the First Amendment Revolving Credit Facility and (y) the date on which the First Amendment Effective DateAdministrative Agent or the Revolving Credit Lenders exercise any remedies with respect to the Revolving Credit Facility in accordance with Section 9.02 and provided further that any Event of Default under Section 8.10 may be waived, the aggregate principal amount amended or otherwise modified from time to time pursuant to clause (i) of Section 11.01;” (mm) Section 11.24 of the Credit Agreement is hereby amended by (i) adding the words “, Tranche B-6 Term Loans hereunder shall be $40,000,000. Subject to Loan Borrower” after the terms and conditions of this Agreement and words “Tranche B-5 Term Loan Borrower”, (ii) adding the Second Amendmentwords “, on Tranche B-6 Term Loan Borrowers” after the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the words “Second Amendment Tranche B-5 Term Loans,Loan Borrowers” and together with (iii) deleting the Existing words “Tranche B-4 Term Loan Borrower” and the First Amendment “Tranche B-4 Term Loans, collectively, the “Term LoansLoan Borrowers”), in an amount equal to each of the foregoing cases, in each clause in such Lxxxxx’s Section. 14 (nn) Section 11.25(a) of the Credit Agreement is hereby amended by deleting the words “governed by Netherlands law”. (oo) Section 11.27 of the Credit Agreement is hereby amended and restated in its entirety as follows: “Section 11.27 Euro Tranche C-5 Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000Co-Borrowers. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Datea).

Term Loans. Subject to All Term Loans stipulated by the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”applicable Borrower(s) in an amount equal the Offer Document. The Purchase Offer The Purchaser may offer to $20,000,000. Subject purchase from Lenders for cash, at any time prior to December 31, 2009, any and all of the terms and conditions of this Agreement and Term Loans that are specified by the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”applicable Borrower(s) in an amount equal the Offer Document (each, as set forth herein, a “Purchase Offer”). The Purchaser may make a Purchase Offer to such Lxxxxx’s purchase Term Loan Commitment, such Loans denominated in any one currency without making a Purchase Offer to purchase Term Loans denominated in any other currency. In the event that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject for which validly tendered Sale Offers (defined below) have been received is equal to or less than the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyrelevant Maximum Offer Amount, the Purchaser will purchase all Term Loans validly tendered (without proration) at the respective applicable Bid Price (defined below) for each tendering Lender (each a “Second Amendment Term Loans,Participating Lender” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, collectively the “Term LoansParticipating Lenders”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such . In the event that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder for which validly tendered Sale Offers have been received exceeds the relevant Maximum Offer Amount, the Purchaser will purchase all Term Loans tendered (i) below the Threshold Price, without proration at the applicable Bid Price and (ii) at the Threshold Price, on a pro rata basis up to the Maximum Offer Amount at the Threshold Price. Maximum Offer Amount The maximum offer amount (the “Maximum Offer Amount”) with respect to any Purchase Offer shall be $60,000,000. All (a) in the case of Purchase Offers contained in the initial Offer Document, the aggregate amount specified in the Offer Document as the amount of cash that the Purchaser is willing to spend to purchase Term Loans shall be made denominated in any single currency and repayable (b) in Dollarsthe case of Purchase Offers contained in subsequent Offer Documents, the aggregate stated principal amount of Term Loans denominated in any single currency that the Purchaser is willing to purchase for cash, as specified in such Offer Document. Amounts repaid Buy Back Cap No more than $100,000,000 in respect aggregate stated principal amount of Term Loans may be purchased by the Purchasers in total pursuant to all Purchase Offers. Threshold Price The Purchaser shall conduct its Purchase Offers for Term Loans through a Modified Dutch Auction pursuant to which each Participating Lender shall select the price, within a price range specified by the applicable Borrower(s) in the Offer Document, at which such Participating Lender is willing to sell its Term Loans. The Purchaser will not have any obligation to purchase any Term Loans outside of the range specified by the applicable Borrower(s) in the Offer Document nor will any such Sale Offers (as defined below) tendered outside such range be considered in any calculation of the Threshold Price or satisfaction of the Maximum Offer Amount. The Administrative Agent, in consultation with the Purchaser, will select the lowest purchase price for each Purchase Offer of Term Loans denominated in a single currency (the “Threshold Price”), that will allow the Purchaser to purchase the Maximum Offer Amount for such Term Loans. Setting the Bid Price Each Participating Lender must indicate in its (i) sale offer (“Sale Offer”) and (ii) Buyback Assignment Agreement the price (the “Bid Price”) (in multiples of $5, £5 or €5 per $1,000, £1,000, or €1,000, as applicable, stated principal amount) at which such Lender wishes to offer Term Loans denominated in a single currency for sale to the Purchaser. No Participating Lender is required to tender all of its Term Loans denominated in a single currency at a single price; each Participating Lender may tender different portions of its Term Loans denominated in a single currency at different prices; provided that to the extent a Participating Lender tenders different portions of its Term Loans at different prices as provided above, each such tender will constitute a separate Sale Offer, which will not be reborrowedcontingent on any other Sale Offers by such Participating Lender; provided, and upon further, no Participating Lender may offer to sell Term Loans denominated in a single currency in an amount that exceeds the aggregate principal amount of Term Loans held by such Participating Lender. Expiration Time 1:00 P.M. New York time on the date stipulated by the Borrower in the Offer Document when each Lender’s making applicable Purchase Offer will expire, as such Expiration Time may be extended pursuant to Section 9.1(a)(ii)(H) of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Credit Agreement.

Term Loans. Subject From and after the Fifth Amendment Effective Date and until and including March 31, 2007, each Lender agrees, subject to the terms and conditions set forth in the definition of this AgreementPermitted Acquisition, to make term loans from time to time (collectively "Term Loans" or synonymously "Term Loans A"), in the aggregate principal amount not to exceed the amount set forth below such Lender's name on the Closing Date, each Lender then party to this Agreement severally signature pages hereof (and not jointly) made a term loan to Borrowers (collectively, the “Existing such Lender's "Term Loans”) in an amount Loan Commitment"). The percentage equal to $20,000,000. Subject to the terms and conditions quotient of this Agreement and the First Amendment, on the First Amendment Effective Date, (x) each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Lender's Term Loan Commitment, such divided by (y) the aggregate of all Term Loan Commitments is that after giving effect to Lender's "Term Loans Percentage". The aggregate amount of the First Amendment Term Loan Commitments shall be Five Million Dollars ($5,000,000). In no event (x) shall any one request by Borrower for Term Loans be in an aggregate amount of less than Five Hundred Thousand Dollars ($500,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof or (y) shall any one request exceed the initial cash purchase price of any Permitted Acquisition. The principal amount of each Term Loan shall be amortized on the First basis of twenty quarterly payments, commencing on the first day of the fiscal quarter following the making of any Term Loan. Each such installment payment shall be equal to one twentieth (1/20) of the aggregate amount of the Term Loans made hereunder. The Term Loans shall be evidenced by promissory notes to be executed and delivered by Borrower to Lenders on the Fifth Amendment Effective Date, the aggregate principal amount form of which is attached hereto and made a part hereof as Exhibit A-2 to the Fifth Amendment (the "Term Note(s)"), shall bear interest as specified in Section 2.1 and shall be repayable in accordance with the terms of the Term Loans hereunder shall be $40,000,000Notes. Subject to the terms and conditions The proceeds of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made used by Borrower solely for the purpose of paying a portion of the purchase price due in connection with any Permitted Acquisition. Once borrowed and repayable in Dollars. Amounts repaid in respect of repaid, the Term Loans may not be subsequently reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject From the Sixth Amendment Effective Date to and including March 31, 2007, each Lender agrees, subject to the terms and conditions set forth in the definition of this AgreementPermitted Acquisition, to make term loans from time to time (collectively "Term Loans" or synonymously "Term Loans A"), in the aggregate principal amount not to exceed the amount set forth below such Lender's name on the Closing Date, each Lender then party signature pages to this Agreement severally the Sixth Amendment (and not jointly) made a term loan to Borrowers (collectively, the “Existing such Lender's "Term Loans”) in an amount Loan Commitment"). The percentage equal to $20,000,000. Subject to the terms and conditions quotient of this Agreement and the First Amendment, on the First Amendment Effective Date, (x) each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Lender's Term Loan Commitment, such divided by (y) the aggregate of all Term Loan Commitments is that after giving effect to Lender's "Term Loans Percentage". The aggregate amount of the First Amendment Term Loan Commitments shall be Five Million Dollars ($5,000,000). The principal amount of each Term Loan shall be amortized on the First basis of twenty quarterly payments, commencing on the first day of the fiscal quarter following the making of the Term Loan. Each such installment payment shall be equal to one twentieth (1/20) of the aggregate amount of the Term Loan made hereunder. The Term Loans are evidenced by promissory notes executed and delivered by Borrower to Lenders on the Fifth Amendment Effective Date, the aggregate principal amount form of which is attached hereto and made a part hereof as Exhibit A-2 to the Fifth Amendment (the "Term Note(s)"), shall bear interest as specified in Section 2.1 and shall be repayable in accordance with the terms of the Term Loans hereunder shall be $40,000,000Notes. Subject to the terms and conditions The proceeds of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made used by Borrower to make a Distribution to Guarantor to permit Guarantor to redeem, repurchase or repay certain of its Indebtedness or for the purpose of paying all or a portion of the purchase price in connection with any Permitted Acquisition. Once borrowed and repayable in Dollars. Amounts repaid in respect of repaid, the Term Loans may not be subsequently reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject Each Lender having a Term Loan Commitment severally agrees (a) to the terms and conditions of this Agreement, lend to Borrower on the Closing Date, each Lender then party Date its Pro Rata Share of the aggregate amount of the Initial Term Loan Commitments (which Term Loans are hereinafter sometimes referred to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, as the “Existing Initial Term Loans”) to be used for the purposes identified in subsection 2.5A, (b) to lend to Borrower prior to the Delayed Draw Term Loan A Commitment Termination Date an amount equal not exceeding its Pro Rata Share of the aggregate amount of the Delayed Draw Term Loan A Commitments to $20,000,000. Subject be used for the purposes identified in subsection 2.5B and (c) to lend to Borrower prior to the terms and conditions Delayed Draw Term Loan B Commitment Termination Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Delayed Draw Term Loan B Commitments to be used for the purposes identified in subsection 2.5C. The aggregate original amount of the Initial Term Loan Commitments in respect of Term Loans to be made on the Closing Date pursuant to clause (a) of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointlysubsection 2.1A(i) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Dateis $500,000,000, the aggregate principal original amount of Delayed Draw Term Loan A Commitments in respect of Term Loans to be made pursuant to clause (b) of this subsection 2.1A(i) is $175,000,000 and the aggregate original amount of Delayed Draw Term Loan B Commitments in respect of Term Loans to be made pursuant to clause (c) of this subsection 2.1A(i) is $200,000,000; provided that the Term Loans of Lenders shall be adjusted to give effect to any assignments of the Term Loans hereunder shall be $40,000,000. Subject pursuant to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxxsubsection 10.1B. Each Lender’s Term Loan CommitmentCommitment shall expire immediately and without further action on July 26, such 2007 if the Initial Term Loans are not made on or before that after giving effect to the Second Amendment date, each Lender’s Delayed Draw Term Loan A Commitment shall expire immediately and without further action on the Second Amendment Effective Date, Delayed Draw Term Loan A Commitment Termination Date if the aggregate principal amount applicable Term Loans are not made on or before that date and each Lender’s Delayed Draw Term Loan B Commitment shall expire immediately and without further action on the Delayed Draw Term Loan B Commitment Termination Date if the applicable Term Loans are not made on or before that date. The borrowing of the Term Loans hereunder shall be $60,000,000. All Initial Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing . The Term Loans made pursuant to subsection 2.1A(i)(b) may be borrowed by Borrower at any time in a single borrowing during the period commencing on the Closing Date and ending on the Delayed Draw Term Loan Commitments of $20,000,000, under and as defined A Commitment Termination Date. The Term Loans made pursuant to subsection 2.1A(i)(c) may be borrowed by Borrower at any time in this Agreement as in effect a single borrowing during the period commencing on the First Amendment Effective Closing Date and ending on the Delayed Draw Term Loan B Commitment Termination Date, were reduced to $0 upon the funding of the First Amendment . Term Loans on the First Amendment Effective Date)borrowed and subsequently repaid or prepaid may not be reborrowed.

Term Loans. Subject to the terms and conditions of this Agreement, on On the Closing Date, each Lender then party to this Agreement severally (that has a Term Commitment severally, and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to agrees, on the terms and conditions of set forth in this Agreement and Agreement, to make a Term Loan to the First AmendmentBorrower pursuant to such Lender’s Term Commitment, which Term Loans: (i) can only be incurred on the First Amendment Effective Date, Closing Date in the entire amount of each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such LxxxxxLender’s Term Loan Commitment; (ii) once prepaid or repaid, such may not be reborrowed; (iii) may, except as set forth herein, at the option of the Borrower, be incurred and maintained as, or Converted into, Term Loans that after giving effect to are Base Rate Loans or Eurodollar Loans, in each case denominated in Dollars, provided that all Term Loans made as part of the First Amendment on same Term Borrowing shall consist of Term Loans of the First Amendment Effective Date, same Type; (iv) shall be repaid in accordance with Section 2.13(b); and (v) shall not exceed (A) for any Lender at the time of incurrence thereof the aggregate principal amount of such Lender’s Term Commitment, if any, and (B) for all the Lenders at the time of incurrence thereof the Total Term Loan Commitment. The Term Loans hereunder shall to be $40,000,000made by each Lender will be made by such Lender in the aggregate amount of its Term Commitment in accordance with Section 2.07 hereof. Subject to Each Lender having an Incremental Term Loan Commitment hereby severally, and not jointly, agrees on the terms and subject to the conditions of this Agreement set forth herein and in the Second Amendmentapplicable Incremental Term Loan Assumption Agreement, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan Incremental Term Loans to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”)Borrower, in an aggregate principal amount equal not to such Lxxxxx’s exceed its Incremental Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid paid or prepaid in respect of Incremental Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject to the terms and conditions of this Agreement, on On the Closing Date, each Lender then party to this Agreement severally (and not jointly) having a Term Loan Commitment as of the Closing Date made a term loan to Borrowers (collectively, the “Existing Term Loans”) Loans (as defined in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on ) to the Borrower in the original principal amount of $950,000,000. On the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s having a Term Loan Commitment, such that after giving effect to the First Amendment on Commitment as of the First Amendment Effective Date, Date made (or was deemed to have made) Existing Term Loans (as defined in the aggregate Fourth Amendment) to the Borrower in the original principal amount of the Term Loans hereunder shall be $40,000,000647,625,000. Subject to the terms and conditions of this Agreement and set forth in the Second Fourth Amendment, on the Second Fourth Amendment Effective Date, each 2018 Refinancing Term Lender (as defined in the Fourth Amendment) severally (and not jointly) agrees to make (or will be deemed to have made) a loan (a “Term Loan”) to the Borrower in Dollars, on the Fourth Amendment Effective Date in an additional term loan aggregate principal amount not to Borrowers (collectively, exceed such Lender’s Applicable Percentage of the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term LoansFacility; provided, collectivelyhowever, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to any Term Loan Borrowing, (i) the Second Amendment on Total Outstandings of Term Loans shall not exceed the Second Amendment Effective Date, Term Loan Facility and (ii) the aggregate principal amount Outstanding Amount of the Term Loans hereunder of any Lender shall be $60,000,000not exceed such Lender’s Term Loan Commitment. All Each Term Loans Loan Borrowing shall be made in and repayable in Dollars. Amounts repaid in respect consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Loan Facility. Amounts borrowed under this Section 2.01 and repaid or prepaid may not be reborrowed, and upon each Lender’s making of the Second Amendment . Term Loans on the Second Amendment Effective Datemay be Base Rate Loans or Eurocurrency Rate Loans, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial as further provided herein. Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans Fourth Amendment Effective Date and not drawn on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Fourth Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Date shall expire immediately after such date.”

Term Loans. Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Closing Date Term Loan") to Company and the Eligible Subsidiaries in an aggregate amount equal to $6,000,000. The Closing Date Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement, on . The first twenty-eight principal installments shall each be in the Closing Date, each Lender then party to this Agreement severally (amount of $206,896 and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) twenty-ninth and final installment shall be in an amount equal to $20,000,000the unpaid principal balance of the Closing Date Term Loan plus all accrued and unpaid interest thereon. The Closing Date Term Loan shall be evidenced by the Closing Date Secured Convertible Term Note. Subject to the terms and conditions set forth herein and in the Ancillary Agreements, Laurus shall make a term loan (the "Second Term Loan" and together with the Closing Date Term Loan, each a "Term Loan" and collectively the "Term Loans") to Company and the Eligible Subsidiaries in an aggregate amount equal to $1,900,000. The Second Term Loan shall be advanced on February 28, 2005 and shall be, with respect to principal, payable in consecutive monthly installments of principal commencing on July 1, 2005 and on the first day of each month thereafter, subject to acceleration upon the occurrence of an Event of Default or termination of this Agreement Agreement. The first twenty-eight principal installments shall each be in the amount of $65,517 and the First Amendment, on the First Amendment Effective Date, each Lender severally (twenty-ninth and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) final installment shall be in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate unpaid principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making balance of the Second Amendment Term Loans on Loan plus all accrued and unpaid interest thereon. The Second Term Loan shall be evidenced by the Second Amendment Effective Date, any then outstanding Secured Convertible Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Note."

Term Loans. Subject to Each Term B Lender, severally and for itself alone, hereby agrees, on the terms and subject to the conditions of this Agreement---------- hereinafter set forth and in reliance upon the representations and warranties set forth herein and in the other Loan Documents, on the Closing Dateto make a loan (each such loan, each Lender then party to this Agreement severally (a "Term B Loan" and not jointly) made a term loan to Borrowers (collectively, the “Existing "Term B Loans”") to Company on the Initial Borrowing Date in an ----------- ------------ aggregate principal amount equal to $20,000,000the Term B Commitment of such Term B Lender. Subject The Term B Loans (i) shall be incurred by Company pursuant to a single drawing, which shall be on the Initial Borrowing Date, (ii) shall be denominated in Dollars, (iii) shall be made as Base Rate Loans and, except as hereinafter provided, may, at the option of Company, be maintained as and/or converted into Base Rate Loans or Eurocurrency Loans, provided, that (x) all Term B Loans made by the Term B Lenders pursuant to the terms same Borrowing -------- shall, unless otherwise specifically provided herein, consist entirely of Term B Loans of the same Type and conditions (y) no incurrences of, or conversions into, Term B Loans maintained as Eurocurrency Loans may be effected prior to the earlier of this Agreement (1) the 30th day after the Initial Borrowing Date and (2) the date (the "Syndication Date" upon which the Administrative Agent determines in its sole discretion ---------------- (and notifies Company) that the primary syndication (and the First Amendment, resultant addition of Lenders pursuant to Section 12.8(c)) has been ---------------- completed and (iv) shall not exceed for any Lender at the time of incurrence thereof on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, Initial Borrowing Date that aggregate principal amount which equals the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term B Loan Commitment, if any, of such that after giving effect to the First Amendment Lender at such time. Each Term B Lender's Term B Commitment shall expire immediately and without further action on the First Amendment Effective Date, the aggregate principal amount of Initial Borrowing Date if the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, are not made on the Second Amendment Effective Initial Borrowing Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal . No amount of the a Term Loans hereunder shall B Loan which is repaid or prepaid by Company may be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)reborrowed hereunder.

Term Loans. Subject to (c) Each notice from the terms and conditions of this Agreement, on the Closing Date, each Lender then party Borrower pursuant to this Agreement severally (Section shall set forth the requested amount and not jointly) made a term loan to Borrowers (collectively, proposed terms of the “Existing relevant Incremental Term Loans”) in an amount equal . Any additional bank, financial institution, existing Lender or other Person that elects to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All extend Incremental Term Loans shall be made in reasonably satisfactory to the Borrower, the Administrative Agent and repayable in Dollarsthe Syndication Agent (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, such Additional Lender and the Administrative Agent. Amounts repaid No Incremental Facility Amendment shall require the consent of any Lenders other than the Additional Lenders with respect to such Incremental Facility Amendment. No Lender shall be obligated to provided any Incremental Term Loans, unless it so agrees. Commitments in respect of any Incremental Term Loans shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may not be reborrowednecessary or appropriate, and upon each Lender’s making in the opinion of the Second Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 9.02(b)) . The effectiveness of any Incremental Facility Amendment Term Loans shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the Second Amendment Effective date thereof (each, an “Incremental Facility Closing Date, any then outstanding Term Loan Commitment ”) of such Lender shall be terminated each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to “the initial Term Loan Commitments date of $20,000,000, under and as defined such Borrowing” in this Agreement as in effect on Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date, were reduced to $0 upon the funding ). The proceeds of the Existing any Incremental Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Datewill be used only for general corporate purposes (including Permitted Acquisitions).

Term Loans. Subject With respect to the terms and conditions of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectivelyTerm Loans, the rate per annum set forth in the Term Loan Pricing Grid opposite the applicable Term Loan Pricing Level then in effect, it being understood that the Applicable Percentage for (i) Term Loans that are Alternate Base Rate Loans shall be the percentage set forth in the Term Loan Pricing Grid under the column “Existing Alternate Base Rate Margin for Term Loans” and (ii) Term Loans that are LIBOR Rate Loans shall be the percentage set forth in the Term Loan Pricing Grid under the column “LIBOR Rate Margin for Term Loans”) in an amount equal to $20,000,000. Subject : Term Loan Pricing Grid Term Loan Pricing Level Ratings of the Borrower Alternate Base Rate Margin for Term Loans LIBOR Rate Margin for Term Loans I > BB from S&P and > Ba3 from Xxxxx’x 3.00% 4.00% II Any Rating combination from Xxxxx’x and S&P not satisfying the Ratings requirements of Term Loan Pricing Level I or Term Loan Pricing Level III 3.50% 4.50% III < B+ from S&P and < B2 from Xxxxx’x 4.00% 5.00% Notwithstanding the above, with respect to the terms Applicable Percentage for Term Loans, if at any time the Borrower is not rated by S&P and conditions of this Agreement and the First AmendmentXxxxx’x, Term Loan Pricing Level III will apply. The Applicable Percentage for Term Loans shall, in each case, be determined on the First Amendment Effective Date and shall be adjusted thereafter on any date (each a “Calculation Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) on which there is a change in an amount equal to such Lxxxxxthe Borrower’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount Ratings. Each determination of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Applicable Percentage for Term Loans shall be made effective from one Calculation Date until the next Calculation Date. The Borrower shall promptly deliver to the Administrative Agent information regarding any change in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lenderthe Borrower’s making of Ratings that would change the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding existing Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that Pricing Level pursuant to the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)preceding sentence.

Term Loans. Subject (i) The Borrowers agree to pay to the terms Administrative Agent, for the benefit of the Lenders of the Initial Term Loans, on each date set forth below (each, an “Initial Term Loan Repayment Date” and conditions together with the 2020 Incremental Term Loan Repayment Date (as defined below), each, an “Term Loan Repayment Date”), the principal of this Agreementthe Initial Term Loans in the amounts set forth below opposite such Term Loan Repayment Date (each, an “Initial Term Loan Repayment Amount” and together with the 2020 Incremental Term Loan Repayment Amount (as defined below), each, a “Term Loan Repayment Amount”) (which Term Loan Repayment Amount shall be reduced as a result of, and after giving effect to, the application of prepayments in accordance with the order of priority set forth in Section 5.01 and Section 5.02(a)(viii)): Term Loan Repayment Date Term Loan Repayment Amount June 30, 2020 and the last Business Day of each calendar quarter thereafter 0.25% of the aggregate initial principal amount of each Initial Term Loan funded on the Closing Date Term Loan Maturity Date The entire remaining principal amount of all Initial Term Loans and (ii) the Borrowers agree to pay to the Administrative Agent, for the benefit of the Lenders of the 2020 Incremental Term Loans, on each date set forth below (each, a “2020 Incremental Term Loan Repayment Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively”), the principal of the 2020 Incremental Term Loans in the amounts set forth below opposite such 2020 Incremental Term Loan Repayment Date (each, a “Existing 2020 Incremental Term LoansLoan Repayment Amount”) (which 2020 Incremental Term Loan Repayment Amount shall be reduced as a result of, and after giving effect to, the application of prepayments in an amount equal to $20,000,000. Subject to accordance with the terms order of priority set forth in Section 5.01 and conditions of this Agreement Section 5.02(a)(viii)): 2020 Incremental Term Loan Repayment Date 2020 Incremental Term Loan Repayment Amount March 31, 2021 and the First Amendment, last Business Day of each calendar quarter thereafter 0.25% of the aggregate initial principal amount of each 2020 Incremental Term Loan funded on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Date Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate Maturity Date The entire remaining principal amount of the all 2020 Incremental Term Loans hereunder shall be $40,000,000. Subject For the avoidance of doubt, the Borrowers agree to pay to the terms and conditions Administrative Agent, for the benefit of this Agreement and the Second Amendmentapplicable Lenders, on the Second Amendment Effective Term Loan Maturity Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any all then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date)Loans.”

Term Loans. Subject On the Mandatory Prepayment Date, (A) the Borrower shall pay to the terms and conditions Administrative Agent the aggregate amount necessary to prepay that portion of this Agreement, on the Closing Date, each Lender then party to this Agreement severally outstanding Term Loans in respect of which Tranche B Lenders have accepted prepayment as described above (and not jointly) made a term loan to Borrowers (collectivelysuch Lenders, the “Existing Term Loans”"Accepting Lenders"), and such amount shall be applied pro rata to reduce the Tranche B Repayment Amounts with respect to each Accepting Lender in the manner described in paragraph (iv) in below, (B) the Borrower shall pay to the Administrative Agent an amount equal to $20,000,000. Subject 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders, and such amount shall be applied to reduce the terms and conditions of this Agreement and Tranche A Repayment Amounts in the First Amendmentmanner described in paragraph (iii) below; provided that if, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment prepayment of Tranche A Term Loans pursuant to Section 5.02(a)(i), no Tranche A Term Loans remain outstanding on the First Amendment Effective Date, date of such Prepayment Event (or to the extent the amount required to be applied pursuant to clause (B) above exceeds the aggregate principal amount of the outstanding Tranche A Term Loans hereunder on such date), the Revolving Credit Commitments shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in reduced by an amount equal to the portion of the Tranche B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans under this clause (B) in accordance with Section 4.3(b), and such Lxxxxx’s Term Loan Commitmentamount shall be applied, to the extent required by Section 5.2(b), to repay Swingline Loans or Revolving Credit Loans or to pay cash security to the Administrative Agent with any excess amount to be retained by the Borrower and (C) the Borrower shall be entitled to retain the remaining 50% of the portion of the Tranche B Prepayment Amount not accepted by the Accepting Lenders; provided, however, that in the event of any Prepayment Event that is a Permitted Mortgage Financing, (x) the Borrower shall, in lieu of complying with the provisions of clause (B) above, pay to the Administrative Agent an amount equal to 75% of the portion of the Tranche B Repayment Amount not accepted by the Accepting Lenders in respect of such Permitted Mortgage Financing, and such amount shall be applied to reduce the Tranche A Repayment Amounts in the manner described in paragraph (iii) below; provided that if, after giving effect to the Second Amendment prepayment of Tranche A Term Loans pursuant to Section 5.2(a)(i), no Tranche A Term Loans remain outstanding on the Second Amendment Effective Date, date of such Prepayment Event (or to the extent the amount required to be applied pursuant to clause (x) above exceeds the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment outstanding Tranche A Term Loans on such date), the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender Revolving Credit Commitments shall be terminated (it being understood and agreed that reduced by an amount equal to the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding portion of the Existing Tranche B Prepayment Amount that otherwise would have been used to prepay Tranche A Term Loans on under clause (x) above in accordance with Section 4.3(b), and such amount shall be applied, to the Closing Date extent required by Section 5.2(b), to repay Swingline Loans or Revolving Credit Loans or to pay cash security to the Administrative Agent with any excess to be retained by the Borrower, and (y) the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on Borrower shall be entitled to retain the First Amendment Effective Date, were reduced to $0 upon the funding remaining 25% of the First Amendment Term Loans on portion of the First Amendment Effective Date)Tranche B Prepayment Amount not accepted by the Accepting Lenders.

Term Loans. Subject Pursuant to the terms of the Existing Credit Agreement, certain of the Original Lenders made, severally and conditions not jointly, certain term loans to Borrower on the Original Closing Date (with respect to "Term Loan A" (as defined in the Existing Credit Agreement)) and June 15, 2000 (with respect to "Term Loan B" (as defined in the Existing Credit Agreement)). As of the Restatement Effective Date and immediately prior to the effectiveness of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (outstanding principal balances of the existing Term Loan A and not jointly) made a term loan to Borrowers the existing Term Loan B (collectively, the “"Existing Term Loans”") in an amount equal to are $20,000,00024,936,840.83 and $6,871,348.19, respectively. Subject to the terms Borrower, Agent and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such Lenders agree that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding a portion of the Existing Term Loans on the Closing Date and shall continue as the Term Loan Commitments Loans hereunder, each without in any way causing a novation of $20,000,000, any of Borrower's obligations under and as defined in this Agreement as in effect on the First Amendment Existing Credit Agreement. On the Restatement Effective Date, were reduced to $0 upon the funding Borrower shall repurchase, repay, or otherwise purchase all Loans of the First Amendment Exiting Lenders, pursuant to the Repurchase Agreement, at a price equal to ninety percent (90%) of the principal outstanding amount of such Loans. After giving effect to such repayment, purchase or repurchase, the Indebtedness or other obligations evidenced by the Loans held by the Exiting Lenders will be terminated and extinguished and of no further force or effect, and Borrower and its Subsidiaries will have no further obligations or liabilities with respect to any such terminated and extinguished Loans under this Agreement, any other Loan Document, the Existing Credit Agreement, or any agreement or note entered into in connection with the Existing Credit Agreement. After giving effect to such repurchase, (i) on the Restatement Effective Date, the outstanding principal balances of Term Loan A and Term Loan B shall be $4,000,000 and $1,000,000, respectively, and (ii) from and after the Restatement Effective Date, each of the Exiting Lenders shall cease to be a Lender and shall have no further rights or obligations under the Loan Documents (but shall continue to be a beneficiary of subsections 1.8, 1.9, and 9.1 of the Existing Credit Agreement). Collectively Term Loan A and Term Loan B will be referred to as the "Term Loans". Borrower shall repay the Term Loans through periodic payments on the First Amendment Effective Datedates and in the amounts indicated below ("Scheduled Installments").. Any Term Loan repaid may not be reborrowed. Date Term Loan A Scheduled Installment Term Loan B Scheduled Installment March 31, 2003 $166,667 $4,167 June 30, 2003 $166,667 $4,167 September 30, 2003 $166,667 $4,167 December 31, 2003 $166,667 $4,167 March 31, 2004 $166,667 $4,167 June 30, 2004 $166,667 $4,167 September 30, 2004 $166,667 $4,167 December 31, 2004 $166,667 $4,167 March 31, 2005 $166,667 $4,167 June 30, 2005 $166,667 $4,167 September 30, 2005 $166,667 $4,167 November 30, 2005 The remaining unpaid principal balance of Term Loan A The remaining unpaid principal balance of Term Loan B

Term Loans. Subject Each Lender having a Term Loan Commitment (as defined in the Pre-Effective Time Credit Agreement) severally agrees (a) to continue its Pre-Effective Time Term Loans as Term Loans hereunder at the terms Effective Time (and conditions of this AgreementBorrower hereby agrees to such continuation), and/or (b) to lend to Borrower (and Borrower agrees to borrow) on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “Existing Term Loans”) in Effective Date an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s as a Term Loan Commitmenthereunder, such that so that, after giving effect to the First Amendment on making of all such Term Loans of all Lenders and such continuation of Pre-Effective Time Term Loans, each Lender having a Term Loan Commitment will make and/or hold, as the First Amendment Effective Datecase may be, a Term Loan in the amount of its Pro Rata Share of the aggregate principal amount of the Term Loans hereunder shall Loan Commitments, to be $40,000,000. Subject to used for the terms and conditions purposes identified in subsection 2.5A. The amount of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such LxxxxxLender’s Term Loan CommitmentCommitment is set forth opposite its name on Schedule 2.1 annexed to the Fifth Amendment to this Agreement dated as of April 13, such that 2007, the aggregate amount of the Term Loan Commitments is One Hundred Twenty-Eight Million Fifty-Five Thousand Five Hundred Fifty-Five and 55/100 Dollars ($128,055,555.55), and the aggregate amount of the Term Loan Commitments to be drawn or continued on the Effective Date after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be preceding clauses (a) and (b) is One Hundred Twenty-Eight Million Fifty-Five Thousand Five Hundred Fifty-Five and 55/100 Dollars ($60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed 128,055,555.55); provided that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in Lenders shall be adjusted to give effect on to any assignments of the First Amendment Effective Date, were reduced Term Loan Commitments pursuant to $0 upon the subsection 10.1B. Upon funding of the First Amendment Term Loans Loan Commitment by a Lender, such Lender’s Term Loan Commitment shall expire immediately and without further action on the First Amendment Effective Date)date hereof. Amounts borrowed under this subsection 2.1A(i) and subsequently repaid or prepaid may not be reborrowed.

Term Loans. Subject (a) Immediately prior to the terms and conditions of this Agreement, on the Closing Date, the aggregate outstanding principal amount of the Original Term Loans was $41,424,531.16 (the "Original Term Loan Outstanding Amount"). Immediately prior to the Closing Date, pursuant to the Lender Assignment, each Lender then party to this shall acquire a percentage of Original Term Loan made by the Original Lenders under the Original Credit Agreement severally (and not jointly) made a term loan to Borrowers (collectively, as so specified in the “Existing Term Loans”) in an amount equal to $20,000,000Lender Assignment. Subject to the terms and conditions of this Agreement hereof and in reliance upon the First Amendmentrepresentations and warranties set forth herein, on the First Amendment Effective Closing Date, each Lender severally (the Original Term Loans shall automatically, and not jointly) agrees without any action on the part of any Person, be deemed to make an additional term loan be converted into and a part of the Term Loans and Advances under this Agreement as follows: $20,000,000 shall be deemed to Borrowers (collectively, be converted into and a part of the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan CommitmentA; and $20,000,000 shall be deemed to be converted into and a part of the Term Loan B; and $1,424,531.16 shall be deemed to be converted into an Advance hereunder. The Lenders shall, through the Administrative Agent, make such adjustments among themselves as shall be necessary so that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount such assignments and adjustments each Lender shall hold its Pro Rata Share of the Term Loans hereunder and the outstanding Advances, provided, that, for each Lender, such amount shall not be $40,000,000greater than each such Lender's Term Loan A Commitment or Term Loan B Commitment or Revolver Commitment, as the case may be. Subject On or prior to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Closing Date, the Administrative Agent shall notify each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectivelyof any assignments or adjustments that the Administrative Agent deems necessary or advisable such that, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect transactions contemplated to occur on the Closing Date, were reduced to $0 upon each Lender's interest in the funding of the Existing Term Loans and the Advances shall be in accordance with the Commitments set forth opposite its name on Schedule C-1. All such assignments shall be deemed to occur hereunder automatically on the Closing Date and without any requirement for additional documentation, and, in the Term Loan Commitments case of $20,000,000any such assignment, under the assigning party shall represent and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced warrant to $0 each assignee that it has not created any adverse claim upon the funding interest being assigned and that such interest is free and clear of any adverse claim. Each Lender hereby agrees to give effect to the instructions of the First Amendment Term Loans on Administrative Agent to such Lender contained in the First Amendment Effective Date)notice described above.

Term Loans. 39. Subject to the terms and conditions of this Agreement, on the Closing Date, each Lender then party with a Term Loan A Commitment agrees (severally, not jointly or jointly and severally) to this Agreement severally (and not jointly) made a make term loan to Borrowers loans (collectively, the “Existing "Term Loans”Loan A") to Borrowers in an amount equal to such Lender's Pro Rata Share of the Term Loan A Amount. The Term Loan A shall be repaid in consecutive monthly installments, each in a principal amount equal to (i) for the period from the Closing Date through the second anniversary of the Closing Date, $20,000,00062,500 and (ii) thereafter, $100,000, on the first day of each month, commencing on May 1, 2003; provided that the last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loan A. Subject to Section 3.6, Borrowers may at any time prepay all or a portion of the Term Loan A. Each such prepayment of the Term Loan A shall be applied against the remaining installments of principal thereof in the inverse order of maturity. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan A shall be due and payable on the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan A shall constitute Obligations. Any principal amount of the Term Loan A repaid or prepaid may not be reborrowed. Subject to the terms and conditions of this Agreement and the First AmendmentAgreement, on the First Amendment Effective Closing Date, each Lender severally with a Term Loan B Commitment agrees (severally, not jointly or jointly and not jointlyseverally) agrees to make an additional term loan to Borrowers loans (collectively, the “First Amendment "Term Loans”Loan B") to Borrowers in an amount equal to such Lxxxxx’s Lender's Pro Rata Share of the Term Loan CommitmentB Amount. The Term Loan B shall be repaid in consecutive monthly installments, such that after giving effect each in a principal amount equal to the First Amendment $104,167, on the First Amendment Effective Datefirst day of each month, commencing May 1, 2003; provided that the aggregate last such installment shall be in the amount necessary to repay in full the unpaid principal amount of the Term Loans hereunder Loan B. Borrowers may at any time prepay all or a portion of the Term Loan B without penalty or premium. Each such prepayment of the Term Loan B shall be $40,000,000applied against the remaining installments of principal thereof in the inverse order of maturity. The outstanding unpaid principal balance and all accrued and unpaid interest under the Term Loan B shall be due and payable on the earlier of (i) the second anniversary of the Closing Date and (ii) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loan B shall constitute Obligations. Any principal amount of the Term Loan B repaid or prepaid may not be reborrowed. Subject to the terms and conditions of this Agreement and the Second AmendmentAgreement, on the Second Amendment Effective Closing Date, each Lender severally with a Term Loan C Commitment agrees (severally, not jointly or jointly and not jointlyseverally) agrees to make an additional term loan to Borrowers loans (collectively, the “Second Amendment Term Loans,” and together with the Existing "Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), C") to Borrowers in an amount equal to such Lxxxxx’s Lender's Pro Rata Share of the Term Loan CommitmentC Amount. Borrowers may at any time prepay all or a portion of the Term Loan C without penalty or premium, provided that (i) no Event of Default shall have occurred and be continuing or would result from such that prepayment, (ii) the outstanding principal amount of Term Loan B has been paid in full, (iii) Borrowers have Excess Availability of not less than $5,000,000 both (A) for the 30 consecutive day period immediately prior to the date of such prepayment and (B) immediately after giving effect to such prepayment, (iv) each partial prepayment shall be in a principal amount equal to $500,000 or an integral multiple thereof, and (v) any partial prepayment which would reduce the Second Amendment on the Second Amendment Effective Date, the aggregate outstanding principal amount of the Term Loans hereunder Loan C below $5,000,000 shall be $60,000,000in an amount necessary to repay in full the unpaid principal amount of the Term Loan C. The outstanding unpaid principal balance (including the outstanding Term Loan C PIK Amount) and all accrued and unpaid interest under the Term Loan C (including the Term Loan C PIK Amount) shall be due and payable on the earlier of (x) the third anniversary of the Closing Date and (y) the date of termination of this Agreement, whether by its terms, by prepayment, or by acceleration. All amounts outstanding under the Term Loans Loan C (including the Term Loan C PIK Amount) shall be made in and repayable in Dollarsconstitute Obligations. Amounts Any principal amount of the Term Loan C repaid in respect of Term Loans or prepaid may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).

Term Loans. Subject to the terms and conditions set forth herein (including Section 5.02), (i) each Tranche A Term Loan Lender agrees to make a Tranche A Term Loan to the Borrower (or, as provided below, to convert all or a portion of this Agreement, on the Closing Date, each Lender then party to this Agreement severally (and not jointly) made a term loan to Borrowers (collectively, the “its Existing Term Loans”Loan into a Tranche A Term Loan) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Restatement Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) Date in an a principal amount equal to such LxxxxxLender’s Tranche A Term Loan Commitment and (ii) each Tranche C Term Loan Lender agrees to make a Tranche C Term Loan to the Borrower (or, as provided below, to convert all or a portion of its Existing Term Loan into a Tranche C Term Loan) on the First Restatement Effective Date in a principal amount equal to such Lender’s Tranche C Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date. Unless previously terminated, the aggregate principal amount Term Loan Commitments shall terminate after the Borrowing of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment First Restatement Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed. Notwithstanding the foregoing, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being is understood and agreed that the initial (i) any Term Loan Commitments Lender that also holds an Existing Term Loan may elect, by notice to the Administrative Agent, that the Term Loan of $20,000,000any Class to be made by such Lender shall, under and as defined in this Agreement as in effect on to the Closing Date, were reduced to $0 upon extent of the funding portion thereof not exceeding the principal amount of the Existing Term Loans on the Closing Date and the Loan of such Lender, be made by converting such Existing Term Loan Commitments into a Term Loan of $20,000,000, under such Class (and as defined each reference in this Agreement to the “making” of any Term Loan, or words of similar import, shall in the case of such Lender be deemed to include such conversion) and (ii) such conversion shall be deemed to constitute a prepayment of such Existing Term Loan to the extent of such conversion. Without limiting the generality of the foregoing, it is understood that the Term Loans of each Class into which the Existing Term Loans are so converted shall be treated identically to the Term Loans of such Class being funded (and not being converted from Existing Term Loans) on the First Restatement Effective Date and shall have identical Interest Periods in identical proportions and durations as all other Term Loans of such Class (and, for these purposes, any Interest Periods for Existing Term Loans that are Eurodollar Loans in effect on the First Amendment Restatement Effective DateDate shall be terminated on such date, were reduced to $0 upon the funding of the First Amendment and any such converting Lender shall be paid accrued interest on its Existing Term Loan being so converted, together with any amounts payable under Section 2.14, as if such Existing Term Loans were being prepaid in full on the First Amendment Restatement Effective Date).”

Term Loans. Subject The existing balance on the CONSTRUCTION LOAN, including any advance made to increase WORKING CAPITAL, as of CONSTRUCTION LOAN TERMINATION DATE will be restated and said balance will be paid by the terms TERM NOTES substantially in the forms attached hereto as Exhibits X-0, X-0, C, and conditions D, respectively, and are by this reference made a part hereof. The TERM NOTES evidence the “TERM LOANS”. The TERM LOANS will consist of a FIXED RATE LOAN in the principal amount of $50,000,000.00 evidenced by the FIXED RATE NOTES, the FIXED RATE II LOAN in the principal amount of $25,000,000.00 evidenced by the FIXED RATE II NOTES, a VARIABLE RATE LOAN in the principal amount of $15,000,000.00 evidenced by the VARIABLE RATE NOTES and the LONG TERM REVOLVING LOAN in the principal amount of $10,000,000.00 evidenced by the LONG TERM REVOLVING NOTES. The TERM NOTES will be amortized on a ten (10) year basis and repaid as follows: On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to ADMINISTRATIVE AGENT on the FIXED RATE NOTES, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE LOAN, the scheduled principal payment shown in Schedule I, attached to this AgreementAGREEMENT and by this reference made a part hereof, plus accrued interest on the FIXED RATE NOTES. On the eighth (8th) day of every third (3rd) month, commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay to ADMINISTRATIVE AGENT on the FIXED RATE II NOTES, for the account of BANKS in accordance with their respective COMMITMENTS in the FIXED RATE II LOAN, the scheduled principal payment shown in Schedule II, attached to this AGREEMENT and by this reference made a part hereof, plus accrued interest on the FIXED RATE II NOTES. In addition, on the Closing Dateeighth (8th) day of every third (3rd) month, each Lender then party commencing three (3) months after the CONSTRUCTION LOAN TERMINATION DATE, BORROWER will pay $870,773.16 to this Agreement severally (ADMINISTRATIVE AGENT, for the account of BANKS in accordance with their respective COMMITMENT in the VARIABLE RATE LOAN and not jointly) made a term loan to Borrowers (collectivelyLONG TERM REVOLVING LOAN, the “Existing Term Loans”) in an amount equal to $20,000,000. Subject to the terms and conditions of this Agreement and the First Amendment, on the First Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “First Amendment Term Loans”) in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the First Amendment on the First Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $40,000,000. Subject to the terms and conditions of this Agreement and the Second Amendment, on the Second Amendment Effective Date, each Lender severally (and not jointly) agrees to make an additional term loan to Borrowers (collectively, the “Second Amendment Term Loans,” and together with the Existing Term Loan and the First Amendment Term Loans, collectively, the “Term Loans”), in an amount equal to such Lxxxxx’s Term Loan Commitment, such that after giving effect to the Second Amendment on the Second Amendment Effective Date, the aggregate principal amount of the Term Loans hereunder shall be $60,000,000. All Term Loans shall be made in and repayable in Dollars. Amounts repaid in respect of Term Loans may not be reborrowed, and upon each Lender’s making of the Second Amendment Term Loans on the Second Amendment Effective Date, any then outstanding Term Loan Commitment of such Lender shall be terminated (it being understood and agreed that the initial Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the Closing Date, were reduced to $0 upon the funding of the Existing Term Loans on the Closing Date and the Term Loan Commitments of $20,000,000, under and as defined in this Agreement as in effect on the First Amendment Effective Date, were reduced to $0 upon the funding of the First Amendment Term Loans on the First Amendment Effective Date).follows: