Common use of Mandatory Repayments and Commitment Reductions Clause in Contracts

Mandatory Repayments and Commitment Reductions. (a) If on any date the aggregate amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on which the Aggregate Revolving Credit Exposure exceeds the Total Revolving Loan Commitment as then in effect for a period of five consecutive Business Days, the Corporation shall prepay on such day the principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any date Non-Dollar Alternate Currency made with respect to the aggregate Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of all any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, (I) an amount equal to the U.S. Borrower or lesser of such excess and the Bermuda Borrower (as determined then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the U.S. Borrowerrespective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (subject II) to the extent such excess exceeds the amount applied pursuant to preceding clause (x) I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the proviso principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to this clause the Administrative Agent (ain the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II)) agrees to , the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excessexcess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower Borrowers hereunder and under the other Credit Documents in a cash collateral account (includingand invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (ii) If on any date the sum of (x) the aggregate outstanding principal amount (or Face Amount, without limitationas the case may be) of Alternate Currency Revolving Loans and Alternate Currency Swingline Loans incurred pursuant to a given Alternate Currency Revolving Loan Sub-Tranche (for this purpose, using the Dollar Equivalent of the principal amount or Face Amount, as the case may be, of all Non-Dollar Alternate Currency Revolving Loans and Non-Dollar Alternate Currency Swingline Loans then outstanding) plus (y) the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche, exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect, the respective Borrowers shall prepay on such day the principal of outstanding Alternate Currency Swingline Loans and, after the Alternate Currency Swingline Loans have been repaid in full, the principal of outstanding Alternate Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to Alternate Currency Revolving Loans and Alternate Currency Swingline Loans) under such Alternate Currency Revolving Loan Sub-Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not matured) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans made under such Alternate Currency Revolving Loan Sub-Tranche (other than, in the case of the U.S. Borrower pursuant Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche plus, in the case of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect, then (I) in the case of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, an amount equal to the Credit Agreement Party Guarantylesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof and (II) to the Issuing Lendersextent such excess exceeds the amount (if any) applied pursuant to preceding clause (I), Bank Guaranty Issuers and Lenders relating the respective Alternate Currency Borrowers shall pay to Letters the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount (if any) applied pursuant to preceding clause (I)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Alternate Currency Borrowers hereunder and Bank Guaranties (and reimbursement and under the other Obligations relating thereto) hereunder Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established byby the Administrative Agent. (iii) On any day on which the Aggregate Alternate Currency Credit Exposure exceeds $500,000,000, the Borrowers shall prepay on such day the principal of outstanding Alternate Currency Swingline Loans and, after the Alternate Currency Swingline Loans have been repaid in full, the Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect thereto) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Swingline Loans and Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loans) and the Aggregate Alternate Currency Letter of Credit Outstandings exceeds $500,000,000, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Bankers’ Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loans) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Alternate Currency Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in the respective Alternate Currencies in which the respective Alternate Currency Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Aggregate Alternate Currency Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the sole dominion other Credit Documents in a cash collateral account (and control ofinvested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (b) With respect to each repayment of Loans required by this Section 4.02, the respective Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Euro Rate Loans, Bankers’ Acceptance Loans and Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) in the case of repayments of Dollar Revolving Loans, repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Euro Rate Loans or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for the Type of such Loan, such Borrowing (x) in the case of Dollar Revolving Loans, shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and (y) in the case of Non-Dollar Alternate Currency Revolving Loans, shall be repaid in full at the end of the then current Interest Period (or, in the case of Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, at the end of the then current Non-LIBOR-Based Interest Period); (iii) no repayment of Bankers’ Acceptance Loans may be made prior to the maturity date of the related Bankers’ Acceptances; and (iv) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent; provided that Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Swingline Loans shall be repaid in full on the earlier of (x) the aggregate amount tenth Business Day following the incurrence of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time Swingline Loans and (y) any such cash and/or Cash Equivalents the Swingline Expiry Date, (ii) all then outstanding Competitive Bid Loans shall first be applied to repay any amounts owing to repaid in full on the respective Issuing Lender Competitive Bid Loan Maturity Date and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iiii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower all then outstanding Revolving Loans shall be required to repay that principal amount of Tranche B Term Loans, to repaid in full on the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) If On any day ---------------------------------------------- on any date which the sum of (i) the aggregate outstanding principal amount of the Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made by Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings Outstanding as then in effect exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(j), a “"Tranche B Term Loan A Scheduled Repayment”):," and each such date, a "Tranche A ----------------------------- --------- Scheduled Repayment Date"): ------------------------

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which (1) the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, (2) the U.S. Aggregate Revolving A Credit Exposure exceeds the Total Revolving A Loan Capacity then in effect or (3) the Aggregate Revolving B Credit Exposure exceeds the Total Revolving B Loan Capacity then in effect, the Borrowers shall repay the principal of outstanding Revolving Loans of such Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the Borrowers may elect); provided, however, that in each case, the repayment shall be allocated to the Tranche in respect of which excess exposure exists (to the extent of such excess) in an amount (for this purpose, taking the Dollar Equivalent of payments made with respect to the Canadian Revolving Loans) equal to such excess but if any such repayment shall effect a repayment of a Eurodollar Loan prior to the expiration of the applicable Interest Period, such repayment may be delayed until the date of such expiration subject to compliance with the provisions of Section 5.02(d); provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”. If, after giving effect to the prepayment of all outstanding Revolving Loans required to be prepaid pursuant to this Section 5.02(a)(i) (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (x) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Bermuda Borrower Canadian Lenders (as determined rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the U.S. BorrowerCanadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) (subject to the extent such excess exceeds the amount applied pursuant to preceding clause (x) of ), the proviso to this clause (a)) agrees to respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars an amount equal to the amount of such excessexcess (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (ii) If on any date the Dollar Equivalent of the aggregate outstanding principal amount (or Face Amount, as the case may be) of Canadian Revolving Loans exceeds the Canadian Dollar Revolving Loan Sub-Commitments of the Canadian Lenders as then in effect, the respective Canadian Revolving Loan Borrowers shall prepay on such day the principal of outstanding Canadian Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Canadian Dollars made with respect to Canadian Revolving Loans) (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not matured) equal to such excess, provided, that in determining whether such excess exists, the Dollar Equivalent of Canadian Revolving Loans shall be determined on a quarterly basis on each Canadian Facility Valuation Date except as otherwise provided in the definition of the term “Dollar Equivalent”. In the case of Canadian Revolving Loans, if after giving effect to the prepayment of all outstanding Canadian Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured), the sum of the aggregate Face Amount of outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) exceeds the sum of the Canadian Dollar Revolving Loan Sub-Commitments of the various Canadian Lenders as then in effect, an amount equal to such excess shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Canadian Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (includingrounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, without limitationin satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof. (iii) In the event that an Excess Usage Amount exists as of the last day of four consecutive fiscal quarters, (determined in the case of any Canadian Revolving Loans, by computing the Dollar Equivalent as of each such day), not later than 2 Business Days after the date on which the compliance certificate in respect of such fiscal quarter is required to be delivered pursuant to Section 10.11(d), the U.S. Borrower shall either (as specified in a notice delivered to the Administrative Agent not later than the date on which such compliance certificate is delivered) (1) convert all or a portion of such Excess Usage Amount into Revolving B Credit Exposure pursuant to Section 2.07(d) or (2) to the extent that the Borrowers do not elect (or are not permitted) to convert such Excess Usage Amount into Revolving B Credit Exposure pursuant to Section 2.07(d), repay the principal of outstanding Revolving A Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Dollar Revolving A Loans and Canadian Revolving A Loans as the U.S. Borrower may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments made with respect to the Canadian Revolving Loans) equal to such Excess Usage Amount. If, after giving effect to the conversions and prepayments of all outstanding Revolving A Loans pursuant to clauses (1) and (2) above (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), any Excess Usage Amount still exists, then (x) an amount equal to the lesser of such excess and the then outstanding Face Amount (as of the date of such payment) of all such Bankers’ Acceptances for this purpose, using the Dollar Equivalent of the Face Amount thereof shall be deposited (and, so long as no Default or Event of Default has occurred and is continuing, on any subsequent date on which any such excess is determined, any such cash collateral shall be returned to the applicable Borrower to the extent it exceeds the excess, if any, determined on such subsequent date) by the respective Borrower with the Administrative Agent as cash collateral for the obligations of the respective Canadian Revolving Loan Borrower or Borrowers to the Canadian Lenders (rounded up to the nearest integral multiple of Cdn $100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Canadian Lenders which shall be paid to and applied by the Canadian Lenders, in satisfaction of the obligations to the Canadian Lenders of the respective Canadian Revolving Loan Borrower or Borrowers in respect of such Banker’s Acceptances, on the maturity date thereof, and (y) to the extent such excess exceeds the amount applied pursuant to preceding clause (x), the respective Borrowers shall pay to the Administrative Agent cash or Cash Equivalents in an amount equal to the amount of such Excess Usage Amount (less the amount applied pursuant to preceding clause (x)) (up to a maximum amount equal to the Letter of Credit A Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (b) In the event that the aggregate Net Cash Proceeds received by the U.S. Borrower or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Effective Date in any period of 12 consecutive months (such 12 consecutive month period, an “Asset Sale Period”) exceed 1% of Adjusted Total Assets (determined as of the date closest to the commencement of such Asset Sale Period for which a consolidated balance sheet of the U.S. Borrower and its Subsidiaries has been filed with the SEC or provided to the Administrative Agent pursuant to Section 10.11), then during the period commencing 180 days prior to the commencement of such Asset Sale Period and running through the date that is 12 months after the date Net Cash Proceeds so received exceeded 1% of Adjusted Total Assets, an amount equal to the Net Cash Proceeds received during such Asset Sale Period must have been or must be invested in or committed to be invested in, pursuant to a binding commitment subject only to reasonable, customary closing conditions, and providing an amount equal to the Net Cash Proceeds are, in fact, so invested, within an additional 180 days pursuant to a transaction otherwise permitted hereunder, (x) fixed assets and property (other than notes, bonds, obligations and securities) which in the good faith reasonable judgment of the Board of Directors of the general partner of the U.S. Borrower will immediately constitute or be part of a Related Business of the U.S. Borrower or such Restricted Subsidiary (if it continues to be a Subsidiary of the U.S. Borrower) immediately following such transaction, (y) Permitted Mortgage Investments, or (z) a controlling interest in the Capital Stock of an entity engaged in a Related Business; provided that concurrently with an Investment specified in clause (z), such entity becomes a Restricted Subsidiary of the U.S. Borrower. Pending the application of any such Net Cash Proceeds as described above, the U.S. Borrower may invest such Net Cash Proceeds in any manner that is not prohibited hereby. Any Net Cash Proceeds from Asset Sales that are not or were not applied or invested as provided in the first sentence of this paragraph (including any Net Cash Proceeds which were committed to be invested as provided in such sentence but which are not in fact invested within the time period provided) will be deemed to constitute “Excess Proceeds.” Within 30 days following each date on which the aggregate amount of Excess Proceeds exceeds $25,000,000 (or, if requested by the U.S. Borrower, at any time prior to the end of such period), the U.S. Borrower shall apply an amount equal to such Excess Proceeds as set forth in Section 5.02(c). Upon the application of such Excess Proceeds in accordance with Section 5.02(c), the amount of Excess Proceeds shall be reset at zero. (c) Each amount required to be applied pursuant to this Section 5.02(c) as a result of the requirements of Section 5.02(b) shall be applied (after any conversion by the respective Borrower of any amounts received in a currency other than Dollars in the case of the U.S. Borrower pursuant to or Canadian Dollars in the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum case of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank GuarantiesCanadian Revolving Loan Borrowers into Dollars or Canadian Dollars, respectively) at such time as is designated by the U.S. Borrower, but in no event later than the latest date permitted pursuant to Section 5.02(b) (the “Final Proceeds Application Date”): (I) First, to permanently reduce the Total Revolving Loan Commitment (with a corresponding aggregate decrease in Total Revolving A Loan Capacity and/or Total Revolving B Loan Capacity as the U.S. Borrower shall designate) until the Total Revolving Loan Commitment is reduced to $400,000,000 (whether or not any Revolving Loans are outstanding) and to repay any outstanding Revolving Loans other than Bankers’ Acceptance Loans. Any such repayment shall be allocated between Dollar Revolving A Loans, Dollar Revolving B Loans, Canadian Revolving A Loans and Canadian Revolving B Loans as the U.S. Borrower shall elect; and (II) Second, to the extent of any remaining Excess Proceeds to be applied under this Section 5.02(c) after application pursuant to clause (I), to (A) permanently reduce the Total Revolving Loan Commitment by an amount, if any, equal to the difference between (x) such remaining Excess Proceeds minus (y) the amount of principal payments made by the U.S. Borrower and its Subsidiaries in respect of Qualifying Indebtedness (excluding, however, any such cash and/or Cash Equivalents shall first principal repayments that constituted scheduled amortization payments or prepayments in respect of Qualifying Indebtedness that was either (1) secured by a Lien on the property or assets sold in an Asset Sale or (2) required to be applied to paid as a result of an Asset Sale), and (B) repay any amounts owing outstanding Revolving Loans other than Bankers’ Acceptance Loans in the amount that the Total Revolving Loan Commitment is reduced pursuant to Clause (A), with such Total Revolving Loan Commitment reduction and repayment, if any, to be allocated between Tranches and between Dollar Revolving Loans and Canadian Revolving Loans as the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofrelevant Borrowers may elect. (d) With respect to each repayment of Revolving Loans required by this Section 5.02, the respective Borrower may designate the Types and Tranche of Revolving Loans which are to be repaid and, in the case of Eurodollar Loans and Bankers’ Acceptance Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) In addition to any other mandatory in the case of repayments or commitment reductions of Dollar Revolving Loans, repayments of Eurodollar Loans of the respective Tranche pursuant to this Section 4.025.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for the respective Tranche and Type of Revolving Loan, on such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; (iii) no repayment of Bankers’ Acceptance Loans may be made prior to the maturity date of the related Bankers’ Acceptances; (iv) each date set forth belowrepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans and (v) any prepayment of Revolving A Loans pursuant to Section 5.02(a)(iii) may not be made through Borrowings of additional Revolving A Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term LoansAdministrative Agent shall, subject to the extent then outstandingabove, as is set forth opposite make such date (each such repayment, as designation in its sole discretion. Notwithstanding the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):foregoing provisions of this Section

Mandatory Repayments and Commitment Reductions. (a) If on ---------------------------------------------- any date day the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such day the principal of outstanding Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, principal of outstanding Revolving Loans in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all such outstanding Swingline Loans and Revolving Loans, the U.S. Borrower) (subject to clause (x) sum of the proviso to this clause (a)) agrees to outstanding Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars an amount equal to such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in hereunder and under the case of the U.S. Borrower pursuant to the other Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder Documents in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, the Total Revolving Loan Commitment shall be reduced by an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale, provided that (x) with respect to no more -------- than $5,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not give rise to a mandatory commitment reduction on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth belowthe estimates of the proceeds to be so expended) and (y) (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 270-day period, the U.S. Borrower Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion as provided above and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this clause (y) because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion as provided above. (c) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of Preferred Stock (other than (w) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (x) Qualified Preferred Stock by the Borrower or any of its Subsidiaries), the Total Revolving Loan Commitment shall be reduced by an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness or issuance of Preferred Stock. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from any Excluded Recovery Event), the Total Revolving Loan Commitment shall be reduced by an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event)); provided -------- that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, the Total Revolving Loan Commitment shall not be reduced on such date to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(d) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $5,000,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent), provided -------- further, that at any time while an Event of Default has occurred and is ------- continuing, the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Pledge Agreement, and provided further, that if all or any portion of such ---------------- proceeds not required to cause a mandatory commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, the Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) on the date occurring 360 days after the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respective Recovery Event in the case of clause (B) above. (e) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of -------- Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of Revolving Loans made pursuant to a Borrowing shall be applied pro rata among the Banks --- ---- which made such Revolving Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 4.02, if at any time the mandatory repayment of Loans pursuant to Section 4.02 (a) (as a result of commitment reductions described in clauses (b), (c) or (d)) would result, after giving effect to the procedures set forth in this clause (i) above, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, "Affected Loans"), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable. At the time any Affected Loans are otherwise required to be prepaid the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of Tranche B Term such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account). (f) Notwithstanding anything to the extent contrary contained elsewhere in this Agreement, (i) all then outstanding, as is set forth opposite such date outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (each such repayment, as ii) all other then outstanding Revolving Loans shall be repaid in full on the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Maturity Date.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on (i) each date set forth belowQuarterly Payment Date commencing in March 1997 through, and including, September 2001 and (ii) the Maturity Date, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date in a principal amount equal to $8,750,000 (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B "Scheduled Repayment," and each such date, a "Scheduled Repayment Date"). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any sale or issuance of its equity (other than (i) proceeds received from the issuance of shares of Holdings Common Stock to the extent that the aggregate proceeds excluded pursuant to this clause (i) do not exceed, in any period of four consecutive fiscal quarters, $5,000,000 and (ii) proceeds received by Parent or any of its Subsidiaries from the issuance of shares of common stock of Parent or any of its Subsidiaries to Holdings or any of its Subsidiaries) an amount equal to 100% of the cash proceeds of the respective sale or issuance (net of underwriting discounts and commissions and other direct costs associated therewith, including, without limitation, legal fees and expenses) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Restatement Effective Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Section 4.02(g) and (h). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Restatement Effective Date), an amount equal to the cash proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal fees and expenses) of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Restatement Effective Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h). In addition to the foregoing mandatory repayments or commitment reductions, on each date after the Restatement Effective Date upon which the Receivables Maximum Funding Amount is increased to an amount which, when added to the amount of the Total Revolving Loan Commitment as then in effect, exceeds $150,000,000 (or exceeds the highest amount to which the sum of (x) the Receivables Maximum Funding Amount and (y) the amount of the Total Revolving Loan Commitment, has theretofore been raised above such triggering amount and before such increase) an amount equal to the amount of such increase shall be required to be applied as a mandatory (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of inventory in the ordinary course of business, (ii) sales or transfers of assets in accordance with Sections 9.02(vi), (viii) and (xi) as originally in effect, (iii) sales of assets between the Borrower and its Wholly-Owned Subsidiaries and/or sales of assets between Wholly-Owned Subsidiaries of the Borrower, in each case to the extent permitted by Section 9.02, (iv) the first $10,000,000 in Net Sale Proceeds from sales of other assets occurring during any calendar year beginning after the Original Effective Date and (v) Net Sale Proceeds from sales by the Borrower of assets or capital stock of Howmet Refurbishment, Inc. to the extent used as described in the proviso to Section 9.02(xvi) to repurchase, redeem or otherwise retire outstanding Parent PIK Subordinated Notes)), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Restatement Effective Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h); provided, that so long as no Default or Event of Default then exists, up to $50 million in the aggregate (but not more than $25 million in any calendar year) of Net Sale Proceeds of asset sales effected in accordance with Section 9.02(xii) shall not be required to be so applied on the date of the receipt thereof to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to effect Permitted Acquisitions and/or additional Capital Expenditures, in each case in accordance with the requirements of Section 8.13(c), within 180 days following such date; provided further, that if all or any portion of such Net Sale Proceeds not required to be applied pursuant to the preceding proviso are not so utilized within 180 days after the date of the receipt of such Net Sale Proceeds, then such remaining portion not so utilized shall be applied on the date which is 180 days after the date of receipt of such Net Cash Proceeds in accordance with the requirements of this Section 4.02(e) (without regard to this, or the immediately preceding, proviso). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Restatement Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses, and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(g) and (h), provided that (x) so long as no Default or Event of Default then (g) Each amount required to be applied to Term Loans (or to the Total Term Loan Commitment) pursuant to Sections 4.02(c), (d), (e) and (f) shall be applied to repay the outstanding principal amount of Term Loans then outstanding. The amount of each principal repayment of Term Loans made as required by (A) Sections 4.02(d), (e) and (f) shall be applied to reduce the then remaining Scheduled Repayment”):Repayments pro rata based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto and (B) Section 4.02(c) shall be applied (i) first, in direct order of maturity to those Scheduled Repayments which will be due and payable within 12 months after the date the respective prepayment is made pursuant to this Section 4.02 and (ii) second, to the extent the amount to be applied exceeds the amount to be applied pursuant to preceding clause (i), to reduce the then remaining Scheduled Repayments of Term Loans pro rata based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto. (h) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than (x) in the case of Term Loans, $5,000,000 and (y) in the case of Revolving Loans, $2,000,000, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans comprising a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in (i) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii) all other then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Available Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Bank Guaranty Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Credit-Linked Available Revolving Loan Commitment as then in effectat such time, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Lender and the Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Multiple Draw I Term Loans, to the extent then outstanding, as is equal to the product of (i) the aggregate principal amount of all Multiple Draw I Term Loans outstanding on the Multiple Draw I Term Loan Commitment Termination Date (after giving effect to any Multiple Draw I Term Loans made on such date) and (ii) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01 4.01(a) and 4.02(g4.02(h), a “Tranche B "Multiple Draw I Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such day principal of Swingline Loans in an amount up to the Bermuda Borrower (as determined by amount of such excess and, after all Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess minus the U.S. Borrower) (subject principal amount of Swingline Loans so prepaid. If, after giving effect to clause (x) the prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Banks and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) the Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such day principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 4.01(a) and 4.02(h), a "Scheduled Repayment," and each such date, a "Scheduled Repayment Date"): Scheduled Repayment Date Amount February 28, 1998 $2,500,000 May 31, 1998 $2,500,000 August 31, 1998 $2,500,000 November 30, 1998 $2,500,000 February 28, 1999 $3,750,000 -25- May 31, 1999 $3,750,000 August 31, 1999 $3,750,000 November 30, 1999 $3,750,000 February 28, 2000 $3,750,000 May 31, 2000 $3,750,000 August 31, 2000 $3,750,000 November 30, 2000 $3,750,000 February 28, 2001 $5,000,000 May 31, 2001 $5,000,000 August 31, 2001 $5,000,000 November 30, 2001 $5,000,000 February 28, 2002 $5,000,000 May 31, 2002 $5,000,000 August 31, 2002 $5,000,000 November 30, 2002 $5,000,000 February 28, 2003 $5,000,000 May 31, 2003 $5,000,000 August 31, 2003 $5,000,000 November 30, 2003 $5,000,000 February 28, 2004 $6,250,000 May 31, 2004 $6,250,000 August 31, 2004 $6,250,000 Term Loan Maturity Date $6,250,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Wholly-Owned Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 (except for the incurrence of New Subordinated Notes pursuant to Section 9.04(vi), the proceeds of which are required to be applied as set forth in such Section) as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from the respective Asset Sale shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h), provided that, so long as no Default or Event of Default then exists, up to $2,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase like assets pursuant to Section 9.07(b) within 180 days following the date of the respective Asset Sale (and the Net Sale Proceeds therefrom shall not be required to be applied on the date of receipt of such Net Sale Proceeds pursuant to this Section 4.02(d)) so long as the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase like assets within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and provided further, that (1) if all or any portion of such Net Sale Proceeds are not so reinvested in like assets within such 180 day period or contractually committed to be so reinvested within such 180-day period, 100% of such remaining portion shall be applied on the last day of such applicable period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(d) without regard to the immediately preceding proviso and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 180th day referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied within ten days of the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.02(d) without regard to the immediately preceding proviso. (e) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(g) and (h). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within five days following each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives any cash proceeds from any Recovery Event in excess of $250,000 in the aggregate in any fiscal year of the Borrower from all Recovery Events, an amount equal to 100% of the Net Insurance Proceeds of such Recovery Event shall be applied as a mandatory repayment of principal of outstanding Term Loans (and/or, if the Total Term Loan Commitment has not yet been terminated, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h), provided that, so long as no Default or Event of Default then exists, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be contractually committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such proceeds not required to be applied to the repayment of outstanding Term Loans (and/or as a reduction to the Total Term Loan Commitment) are not so used or contractually committed to be used within 180 days after the date of the receipt of such proceeds, then such remaining portion not used or contractually committed to be used shall be applied on the date which is the 180th day after the date of the receipt of such proceeds as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(f) without regard to the immediately preceding proviso and (2) if all or any portion of such proceeds are not required to be applied on the 180th day referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied within ten days of the date of such termination or expiration as a mandatory repayment of principal of outstanding Term Loans as provided in this Section 4.02(f) without regard to the immediately preceding proviso. (g) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. Notwithstanding the foregoing provisions of this Section 4.02(g), if at any time a “mandatory repayment of Loans pursuant to this Section 4.02(g) would result, after giving effect to the procedures set forth above in this Section 4.02(g), in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected Eurodollar Loans"), then the Borrower may in its sole discretion, and upon notice to the Administrative Agent, initially deposit a portion (up to 100%) of the amount that otherwise would have been paid in respect of the Affected Eurodollar Loans with the Administrative Agent (which deposit must be equal in amount to the amount of the Affected Eurodollar Loans not immediately repaid) to be held as security for the Obligations of the Borrower pursuant to a cash collateral arrangement satisfactory to the Administrative Agent and the Borrower which shall permit investments in Cash Equivalents reasonably satisfactory to the Administrative Agent, with such cash collateral to be directly applied upon the earlier of (x) the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Affected Eurodollar Loans of the respective Tranche or Tranches that were initially required to be repaid (or such earlier date or dates as shall be requested by the Borrower) and (y) the date which is 180 days after such initial deposit, to repay an aggregate principal amount of such Loans equal to the Affected Eurodollar Loans not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateral pursuant to the immediately preceding sentence shall be held first for the sole benefit of the Banks whose Loans would otherwise have been immediately repaid with the amounts deposited and upon the taking of any action by the Administrative Agent or the Banks pursuant to the remedial provisions of Section 10, any amounts held as cash collateral pursuant to this Section 4.02(g) shall first be immediately applied to such Loans and thereafter to the other Obligations of the Borrower. (h) Each amount required to be applied to repay Term Loans pursuant to Sections 4.02(c) through (f), inclusive, shall be applied (i) first, to repay the outstanding principal amount of the Term Loans with all such repayments to be deemed to apply first to repay Term Loans evidenced by the A Term Notes before any obligations of the Borrower evidenced by the B Term Notes are so reduced and (ii) second, to the extent in excess thereof, to reduce the Total Term Loan Commitment, with such reduction to be applied first to reduce the Term Loan Commitment evidenced by the A Term Notes before any such amount is applied to reduce the Term Loan Commitment evidenced by the B Term Notes. The amount of each principal repayment of Term Loans (and the amount of each reduction to the Term Loan Commitments) made as required by said Sections 4.02(c) through (f), inclusive, shall be applied to reduce the then remaining Scheduled Repayment”):Repayments pro rata based upon the then remaining amount of each Scheduled Repayment after giving effect to all prior reductions thereto. (i) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, all then outstanding Loans of any Tranche shall be repaid in full on the respective Maturity Date for such Tranche of Loans.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “"Tranche B A Scheduled Repayment", and each such date, a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of May, 1997 $2,500,000 The last Business Day of August, 1997 $2,500,000 The last Business Day of November, 1997 $2,500,000 The last Business Day of February, 1998 $2,500,000 The last Business Day of May, 1998 $2,500,000 The last Business Day of August, 1998 $2,500,000 The last Business Day of November, 1998 $2,500,000 The last Business Day of February, 1999 $2,500,000 The last Business Day of May, 1999 $3,250,000 The last Business Day of August, 1999 $3,250,000 The last Business Day of November, 1999 $3,250,000 The last Business Day of February, 2000 $3,250,000 The last Business Day of May, 2000 $4,000,000 The last Business Day of August, 2000 $4,000,000 The last Business Day of November, 2000 $4,000,000 The last Business Day of February, 2001 $4,000,000 The last Business Day of May, 2001 $6,500,000 The last Business Day of August, 2001 $6,500,000 The last Business Day of November, 2001 $6,500,000 Tranche A Term Loan Maturity Date $6,500,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche C Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a "Tranche C Scheduled Repayment”", and each such date, a "Tranche C Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the (other than during an Agent Advance Period) Aggregate Exposure exceeds the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of all the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the lesser of (A) the Total Credit-Linked Commitment at such time, and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate (as then in effectdelivered)), the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Lenders and the Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent. (b) Not later than the fifth Business Day after the Borrower or any of its Domestic Subsidiaries receives Net Sale Proceeds from any Asset Sale that is consummated after the Amendment No. 4 Effective Date, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(e); provided that (I) Net Sale Proceeds from any Asset Sale (other than (x) Net Sale Proceeds from any Contemplated Asset Sale, (y) the aggregate amount proceeds from any sale of cash and/or Cash Equivalents paid by Principal Properties (other than one Principal Property) made in reliance of Section 10.02(xiii) and (z) Net Sale Proceeds from a Asset Sale of ABL Priority Collateral) shall not give rise to a mandatory repayment on such date as otherwise required above, so long as no Specified Default and no Event of Default exists at the Bermuda time such Net Sale Proceeds are received and an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent under this on or prior to such date stating that such Net Sale Proceeds shall be used (or contractually committed to be used) to purchase capital assets used or to be used in a Permitted Business (other than inventory) within 360 days following the date of receipt of such Net Sale Proceeds from such Asset Sale; provided, however, that (I) if all or any portion of such Net Sale Proceeds are not so used within such 360-day period (or contractually committed within such period to be used), such remaining portion shall be applied on the last day of such period as a mandatory repayment as provided above (without giving effect to the immediately preceding proviso) and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 360-day period referred to in clause (aI) of this proviso because such amount is contractually committed within such period to be used and then either (A) subsequent to such date such contract is terminated or expires without such portion being so used or (B) such contractually committed portion is not so used within six months after the last day of such 360-day period referred to in clause (I) of this proviso, such remaining portion, in the case of either of the preceding clauses (A) or (B), shall be applied as a mandatory repayment as provided above (without giving effect to the immediately preceding proviso). (c) On each date on or after the Amendment No. 4 Effective Date on which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any incurrence of Indebtedness which is not permitted to be incurred by this Agreement, an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment in accordance with the requirements of Section 5.02(e). (d) Within 10 days following each date on or after the Amendment No. 4 Effective Date on which the Borrower or any of its Domestic Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $10,000,000 per Recovery Event), an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 5.02(e); provided that so long as no Specified Default and no Event of Default then exists, such proceeds (other than any proceeds from a Recovery Event with respect to ABL Priority Collateral) shall not at any time exceed be required to be so applied on such date to the sum extent that an Authorized Officer of the Letter Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used (or contractually committed to be used) within 360 days following the date of Credit Outstandings receipt of such proceeds from such Recovery Event to replace or restore any properties or assets in respect of which such proceeds were paid; and provided further, that (I) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such 360-day period, such remaining portion shall be applied as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (II) if all or any portion of such proceeds are not required to be applied on the last day of such 360-day period referred to in clause (I) of this proviso because such amount is contractually committed to be used and then either (A) subsequent to such date such contract is terminated or expires without such portion being so used or (B) such contractually committed portion is not so used within six months after the last day of such 360-day period referred to in clause (I) of this proviso, such remaining portion, in the case of either of the preceding clauses (A) or (B), shall be applied as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). (e) Each amount required to be applied pursuant to Sections 5.02(b), (c) and (d) in accordance with this Section 5.02(e) (other than any Net Sale Proceeds from a Asset Sale or proceeds from a Recovery Event, in each case, with respect to Bermuda Borrower Letters of Creditany ABL Priority Collateral) shall be applied first, to repay outstanding Term Loans under the Term Credit Agreement to the extent required thereunder, second, to repay Swingline Loans, and third to repay Revolving Loans in each case without any reduction in the Bank Guaranty Outstandings (Revolving Loan Commitments; provided that any Net Sale Proceeds from a Asset Sale or proceeds from a Recovery Event, in each case, with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents ABL Priority Collateral shall first not be applied to repay outstanding Term Loans under the Term Credit Agreement but shall be applied first to repay Swingline Loans, and second to repay Revolving Loans in each case without any amounts owing reduction in the Revolving Loan Commitments. (f) With respect to each repayment of Loans required by this Section 5.02, the respective Issuing Lender Borrower may designate the Types of Loans which are to be repaid and, in the case of Euro Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made; provided that: (i) repayments of Euro Rate Loans pursuant to this Section 5.02 may only be made on the last day of an Interest Period applicable thereto unless all Euro Rate Loans with Interest Periods ending on such date of required repayment and Bank Guaranty Issuer all Base Rate Loans have been paid in full; (ii) if any repayment of Euro Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be automatically converted into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in Section 2C.03 hereofthe preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (g) All then outstanding (i) Revolving Loans made pursuant to the Initial Revolving Loan Commitments shall be repaid in full on the Amendment No. 4 Effective Date, (ii) Revolving Loans made pursuant to the Revolving Loan Commitments shall be repaid in full on the Revolving Loan Maturity Date and (iii) Swingline Loans shall be repaid on the Swingline Expiry Date. (h) Each Swingline Loan will be repaid (for the avoidance of doubt, such repayment may be made with proceeds from Revolving Loans) no later than the 14th day following the incurrence thereof; provided that, if the 14th day is not a Business Day, such Swingline Loan shall be repaid on the next Business Day. (i) In addition For purposes of clarity, it is understood and agreed that none of Sections 5.02(b) through (d), inclusive, shall require that amounts received by any Foreign Subsidiary or Foreign Subsidiaries be used to repay Obligations owed by any other mandatory repayments Credit Parties or commitment reductions that the receipt of any such amount shall generate a requirement for such a repayment, but that such Sections as formerly in effect merely determined the amounts required to be applied by the Borrower to the repayment of its Obligations as more fully described in this Section 5.02. (j) If any Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by any Issuing Lender is outstanding, then, unless the participations therein have been reallocated pursuant to this Section 4.02, on each date set forth below3.07, the U.S. Borrower shall be required to repay enter into the applicable Letter of Credit Back Stop Arrangements with such Issuing Lender no later than 5 Business Days after the date the Borrower becomes aware that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), Lender has become a “Tranche B Term Loan Scheduled Repayment”):Defaulting Lender.

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made by Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings Outstanding as then in effect exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such date the principal of Swingline Loans and, if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02, a "Tranche A Term Loan Scheduled Repayment," and each such date, a "Tranche A Term Loan Scheduled Repayment Date"): Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in March 2003 1,250,000.00 Quarterly Payment Date in June 2003 1,250,000.00 Quarterly Payment Date in September 2003 1,250,000.00 Quarterly Payment Date in December 2003 1,250,000.00 Quarterly Payment Date in March 2004 1,250,000.00 Quarterly Payment Date in June 2004 1,250,000.00 Quarterly Payment Date in September 2004 1,250,000.00 Quarterly Payment Date in December 2004 1,250,000.00 Quarterly Payment Date in March 2005 1,250,000.00 Quarterly Payment Date in June 2005 1,250,000.00 Quarterly Payment Date in September 2005 1,250,000.00 Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in December 2005 1,250,000.00 Quarterly Payment Date in March 2006 1,875,000.00 Quarterly Payment Date in June 2006 1,875,000.00 Quarterly Payment Date in September 2006 1,875,000.00 Quarterly Payment Date in December 2006 1,875,000.00 Quarterly Payment Date in March 2007 1,875,000.00 Quarterly Payment Date in June 2007 1,875,000.00 Quarterly Payment Date in September 2007 1,875,000.00 Quarterly Payment Date in December 2007 0.00 Tranche A Term Loan Maturity Date 1,875,000.00 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g)4.02, a “"Tranche B Term Loan Scheduled Repayment”," and each such date, a "Tranche B Term Loan Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or Corporation shall prepay on such day the Bermuda Borrower principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Dollar Revolving Loans and Alternate Currency Revolving Loans as determined the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to the Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the U.S. Borrowerrespective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (subject II) to the extent such excess exceeds the amount applied pursuant to preceding clause (x) I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the proviso principal amount of any Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to this clause the Administrative Agent (ain the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II)) agrees to , the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excessexcess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower Borrowers hereunder and under the other Credit Documents in a cash collateral account (includingand invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (ii) If on any date the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount (or Face Amount, without limitationas the case may be) of Alternate Currency Revolving Loans incurred pursuant to a given Alternate Currency Revolving Loan Sub-Tranche plus (y) the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche, exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), the respective Alternate Currency Revolving Loan Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to Alternate Currency Revolving Loans) under such Alternate Currency Revolving Loan Sub-Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not matured) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans made under such Alternate Currency Revolving Loan Sub-Tranche (other than, in the case of the U.S. Borrower Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche plus, in the case of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), then (I) in the Credit Agreement Party Guarantycase of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof and (II) to the Issuing Lendersextent such excess exceeds the amount (if any) applied pursuant to preceding clause (I), Bank Guaranty Issuers and Lenders relating the respective Alternate Currency Borrowers shall pay to Letters the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount (if any) applied pursuant to preceding clause (I)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Alternate Currency Borrowers hereunder and Bank Guaranties (and reimbursement and under the other Obligations relating thereto) hereunder Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xiii) On any day on which the aggregate Aggregate Alternate Currency Credit Exposure exceeds $500,000,000, the Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect thereto) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount thereof) and the Aggregate Alternate Currency Letter of Credit Outstandings exceeds $500,000,000, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of cash and/or Cash Equivalents Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount thereof) shall be paid by the Bermuda Borrower Borrowers to the Administrative Agent under this clause (ain the Applicable Currency) to be held as cash collateral for the repayment of such Alternate Currency Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall not at any time exceed pay to the sum Administrative Agent an amount of cash or Cash Equivalents (in the respective Alternate Currencies in which the respective Alternate Currency Letter of Credit Outstandings are denominated) equal to the amount of such excess (with less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Aggregate Alternate Currency Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the other Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (b) With respect to Bermuda each repayment of Loans required by this Section 4.02, the respective Borrower Letters may designate the Types of CreditLoans of the respective Tranche which are to be repaid and, in the case of Euro Rate Loans and Bankers’ Acceptance Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) in the case of repayments of Dollar Revolving Loans, repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Euro Rate Loans made pursuant to a single Borrowing shall reduce the Bank Guaranty Outstandings outstanding Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for the respective Type of Loan, such Borrowing (with respect to Bermuda Borrower Bank Guarantiesx) in the case of Dollar Revolving Loans, shall be converted at such time the end of the then current Interest Period into a Borrowing of Base Rate Loans and (y) in the case of Alternate Currency Revolving Loans, shall be repaid in full at the end of the then current Interest Period; (iii) no repayment of Bankers’ Acceptance Loans may be made prior to the maturity date of the related Bankers’ Acceptances; and (iv) each repayment of any such cash and/or Cash Equivalents Loans made pursuant to a Borrowing shall first be applied to repay any amounts owing to pro rata among such Loans. In the absence of a designation by the respective Issuing Lender and Bank Guaranty Issuer Borrower as described in Section 2C.03 hereofthe preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower all then outstanding Swingline Loans shall be required to repay that principal amount repaid in full on the Swingline Expiry Date, (ii) all then outstanding Competitive Bid Loans shall be repaid in full on the respective Competitive Bid Loan Maturity Date, (iii) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date, (iv) unless the Required Lenders otherwise agree, all then outstanding Loans shall be repaid in full on the date on which a Change of Tranche B Term LoansControl occurs, to and (v) all then outstanding Dollar Revolving Loans owing by Starwood REIT shall be repaid in full on the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Starwood REIT Maturity Date.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or Borrowers shall prepay on such day the Bermuda Borrower principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Revolving Loan Borrowers shall repay the principal of outstanding Revolving Loans (as determined by other than Bankers' Acceptance Loans where the U.S. Borrowerunderlying Bankers' Acceptances have not yet matured) (subject to clause allocated between Dollar Revolving Loans and Alternate Currency Revolving Loans as the Revolving Loan Borrowers may elect) in an amount (x) for this purpose, taking the Dollar Equivalent of the proviso to this clause (a)) agrees to pay payments in any Alternate Currency made with respect to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars Alternate Currency Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) , Competitive Bid Loans and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (i) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers' Acceptances shall be deposited by the respective Borrower with the Paying Agent as cash collateral for the obligations of the respective Alternate Currency Revolving Loan Borrower or Borrowers to the Alternate Currency Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers' Acceptances accepted by the Alternate Currency Lenders which shall be paid to and applied by the Alternative Currency Lenders, in satisfaction of the obligations to the Alternate Currency Lenders of the respective Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker's Acceptances, on the maturity date thereof, (ii) to the extent such excess exceeds the amount applied pursuant to preceding clause (i), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans shall be paid by the respective Borrowers to the Paying Agent to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (iii) to the extent such excess exceeds the amount applied pursuant to preceding clauses (i) and (ii), the respective Borrowers shall pay to the Paying Agent cash or Cash Equivalents in an amount equal to the amount of such excess (less the amount applied pursuant to preceding clauses (i) and (ii)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in Borrowers hereunder and under the case of the U.S. Borrower pursuant to the other Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Paying Agent) to be established by, and under by the sole dominion and control of, Paying Agent. (ii) If on any date the Administrative Agent; provided that (x) Dollar Equivalent of the aggregate outstanding principal amount (or Face Amount, as the case may be) of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed Alternate Currency Revolving Loans incurred in a given Alternative Currency exceeds the sum of the Letter Alternate Currency Revolving Loan Sub-Commitments of Credit Outstandings the various Alternate Currency Lenders relating to such Alternate Currency as then in effect (or, if less in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), the respective Alternate Currency Revolving Loan Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to Bermuda Borrower Letters Alternate Currency Revolving Loans) made in the respective Alternate Currency (other than Bankers' Acceptance Loans where the underlying Bankers' Acceptances have not matured) equal to such excess. In the case of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing Canadian Dollar Revolving Loans, if after giving effect to the prepayment of all outstanding Canadian Dollar Revolving Loans (other than Bankers' Acceptance Loans where the underlying Bankers' Acceptances have not yet matured), the sum of the aggregate Face Amount of outstanding Bankers' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof) exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency Lenders relating to Canadian Dollars as then in effect (or, if less, the Total Canadian Dollar Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), an amount equal to such excess shall be deposited by the respective Issuing Lender Alternate Currency Revolving Loan Borrower with the Paying Agent as cash collateral for the obligations of the respective Alternate Currency Revolving Loan Borrower or Borrowers to the Alternate Currency Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers' Acceptances accepted by the Alternate Currency Lenders which shall be paid to and Bank Guaranty Issuer as described applied by the Alternative Currency Lenders, in Section 2C.03 hereofsatisfaction of the obligations to the Alternate Currency Lenders of the respective Alternate Currency Revolving Loan Borrower or Borrowers in respect of such Banker's Acceptances, on the maturity date thereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the date set forth below, the Corporate Borrowers shall be required to repay that principal amount of Tranche I Term Loans, to the extent then outstanding, as is set forth opposite such date (such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(c) through (j), inclusive, the "Tranche I Scheduled Repayment," and such date, the "Tranche I Scheduled Repayment Date"): Tranche I Scheduled Repayment Date Amount ------------------------ ------ Tranche I Maturity Date $1,000,000,000 (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower Corporate Borrowers shall be required to repay that principal amount of Tranche B II Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(c) through (j), inclusive, a “"Tranche B Term Loan II Scheduled Repayment”," and each such date, a "Tranche II Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding Principal Amount of Revolving Loans (after giving effect to all other repayments thereof on such date) and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings on such date, exceeds the Total Revolving Loan Commitment as then in effect, the US Borrowers (on a joint and several basis) and/or the Dutch Borrower, as applicable, shall repay on such date the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, the US Borrowers (on a joint and several basis) and/or the Dutch Borrower, as applicable, shall repay on such date the principal of Revolving Loans, in either case, in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the US Borrowers (on a joint and several basis) shall pay to the Administrative Agent at the applicable Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the US Borrowers hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent. (ii) If on any date the aggregate amount outstanding Principal Amount of Revolving Loans (after giving effect to all Letter of Credit Outstandings other prepayments on such date) and Bank Guaranty Outstandings Swingline Loans (after giving effect to all other prepayments on such date) made to the Dutch Borrower exceeds the Total Credit-Linked Commitment as then in effectDutch Borrower Revolving Loan Sublimit, the U.S. Dutch Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office shall prepay on such date the principal of Swingline Loans incurred by it and, after all such Swingline Loans have been repaid in full or if no such Swingline Loans are outstanding, the Dutch Borrower prepay on such date the principal of Revolving Loans incurred by it, in either case, in an aggregate amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Dutch Borrower shall be required to repay that principal amount of Tranche B A Euro Term Loans, to the extent then outstanding, as is set forth opposite each such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), an "A Euro Scheduled Repayment"): A Euro Scheduled Repayment Date Amount ------------------------------- ------ March 31, 2001 (Euro)969,628 June 30, 2001 (Euro)969,628 September 30, 2001 (Euro)969,628 December 31, 2001 (Euro)969,628 March 31, 2002 (Euro)969,628 June 30, 2002 (Euro)969,628 September 30, 2002 (Euro)969,628 December 31, 2002 (Euro)969,628 March 31, 2003 (Euro)969,628 June 30, 2003 (Euro)969,628 September 30, 2003 (Euro)969,628 December 31, 2003 (Euro)969,628 March 31, 2004 (Euro)969,628 June 30, 2004 (Euro)969,628 September 30, 2004 (Euro)969,628 December 31, 2004 (Euro)969,628 March 31, 2005 (Euro)969,628 June 30, 2005 (Euro)969,628 September 30, 2005 (Euro)969,628 December 31, 2005 (Euro)969,628 March 31, 2006 (Euro)969,628 June 30, 2006 (Euro)969,628 September 30, 2006 (Euro)969,628 A Euro Term Loan Maturity Date (Euro)94,065,577.60 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the US Borrowers (on a joint and several basis) shall be required to repay that principal amount of B Term Loans, to the extent then outstanding, as is set forth opposite each such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a “Tranche "B Scheduled Repayment"): B Scheduled Repayment Date Amount -------------------------- ------ March 31, 2001 $875,000 June 30, 2001 $875,000 September 30, 2001 $875,000 December 31, 2001 $875,000 March 31, 2002 $875,000 June 30, 2002 $875,000 -37- B Scheduled Repayment Date Amount ------------------------------- ------ September 30, 2002 $875,000 December 31, 2002 $875,000 March 31, 2003 $875,000 June 30, 2003 $875,000 September 30, 2003 $875,000 December 31, 2003 $875,000 March 31, 2004 $875,000 June 30, 2004 $875,000 September 30, 2004 $875,000 December 31, 2004 $875,000 March 31, 2005 $875,000 June 30, 2005 $875,000 September 30, 2005 $875,000 December 31, 2005 $875,000 March 31, 2006 $875,000 June 30, 2006 $875,000 September 30, 2006 $875,000 December 31, 2006 $875,000 March 31, 2007 $875,000 June 30, 2007 $875,000 September 30, 2007 $875,000 December 31, 2007 $875,000 March 31, 2008 $875,000 June 30, 2008 $875,000 September 30, 2008 $875,000 B Term Loan Scheduled Repayment”):Maturity Date $322,875,000 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j); provided that with respect to no more than $25,000,000 -------- in the aggregate of such Net Sale Proceeds received by Holdings and its Subsidiaries in any fiscal year of Holdings, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 350 days following the date of receipt of such Net Sale Proceeds from such Asset Sale; and provided further, that (i) if all or any portion of such ---------------- Net Sale Proceeds are not so used (or contractually committed to be used) within such 350-day period, such remaining portion shall be applied on the last day of such period (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above) as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 350-day period referred to in clause (i) of this proviso because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(d), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments or commitment reductions shall be required pursuant to the immediately preceding proviso appearing in this Section 4.02(d) until the date on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested within the time periods specified by said proviso equals or exceeds $2,000,000. (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of Preferred Stock (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (y) Qualified Preferred Stock) by Holdings or any of its Subsidiaries, an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness or issuance of Preferred Stock shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). Notwithstanding the foregoing provisions of this Section 4.02(e), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment or commitment reduction shall be required pursuant to this Section 4.02(e) until the date on which the sum of (I) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus ---- (II) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(f) in the absence of the last sentence of said Section 4.02(f), equals or exceeds $2,000,000. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common equity of (or cash capital contributions to) Holdings or any of its Subsidiaries (other than (u) the Equity Financing, (v) sales or issuances to, or capital contributions from, Apollo Group, (w) issuances of Holdings Common Stock to management of Holdings and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $10,000,000 in any fiscal year of Holdings, (x) equity contributions to any Subsidiary of Holdings made by Holdings or any other Subsidiary of Holdings, (y) any issuance of Holdings Common Stock and Qualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (z) additional issuances of Holdings Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $20,000,000), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j); provided that Net Cash Proceeds -------- received by Holdings from additional sales or issuances of Holdings Common Stock (other than from a Public Offering) shall not be required to be applied as a mandatory repayment and/or commitment reduction on the date of receipt thereof, to the extent that (x) no Default or Event of Default then exists and (y) Holdings delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used or contractually committed to be used to make Capital Expenditures and/or effect Permitted Acquisitions within 270 days following the date of receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if all or any portion of such Net -------- ------- Cash Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period (or such earlier date, if any, as Holdings or the relevant Subsidiary determines not to reinvest the Net Cash Proceeds from such equity issuance or capital contribution as set forth above) as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Cash Proceeds are not so used within such 270-day period referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(f), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment and/or commitment reduction shall be required pursuant to this Section 4.02(f) until the date on which the sum of (I) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (II) the Net Cash Proceeds required to be applied as ---- mandatory repayments and/or commitment reductions pursuant to Section 4.02(e) in the absence of the last sentence in said Section 4.02(e), equals or exceeds $2,000,000. (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j), provided that (x) so long as no Default or Event of Default then exists and such -------- proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds, together with other cash available to Holdings and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by Holdings and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) Holdings has delivered to the Administrative Agent a certificate on or prior to the date the respective mandatory repayment and/or commitment reduction would otherwise be required pursuant to this Section 4.02(g) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) Holdings has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that Holdings has sufficient business interruption insurance and that Holdings will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of Holdings and its Subsidiaries (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the

Mandatory Repayments and Commitment Reductions. (ai) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date, exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the Bermuda principal of Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non- Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “Tranche B "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ ------ September 30, 1999 $ 337,500 December 31, 1999 $ 337,500 March 31, 2000 $ 337,500 June 30, 2000 $ 337,500 September 30, 2000 $ 337,500 December 31, 2000 $ 337,500 March 31, 2001 $ 337,500 June 30, 2001 $ 337,500 September 30, 2001 $ 337,500 December 31, 2001 $ 337,500 March 31, 2002 $ 337,500 June 30, 2002 $ 337,500 September 30, 2002 $ 337,500 December 31, 2002 $ 337,500 March 31, 2003 $ 337,500 June 30, 2003 $ 337,500 September 30, 2003 $ 337,500 December 31, 2003 $ 337,500 March 31, 2004 $ 337,500 June 30, 2004 $ 337,500 September 30, 2004 $ 337,500 December 31, 2004 $ 337,500 March 31, 2005 $ 337,500 June 30, 2005 $ 337,500 September 30, 2005 $ 337,500 December 31, 2005 $ 337,500 March 31, 2006 $ 337,500 Term Loan Scheduled Repayment”):Maturity Date $125,887,500 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that (I) with respect to no more than $15,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower and its Subsidiaries after the Effective Date in connection with one or more Permitted Sale-Leaseback Transactions, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent (i) no Default or Event of Default then exists and (ii) the Borrower delivers an officer's certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds constitute Net Sale Proceeds of a Permitted Sale-Leaseback Transaction consummated in accordance with the requirements of Section 9.02(a) and the definition thereof and (II) with respect to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided further that (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 270 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this proviso because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments or commitment reductions shall be required pursuant to the immediately preceding proviso appearing in this Section 4.02(c) until the date on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested within the time periods specified by said proviso equals or exceeds $1,000,000. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of Preferred Stock (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions, (y) Qualified Preferred Stock and (z) Pacer Logistics Preferred Stock issued on the Initial Borrowing Date in accordance with the requirements of Section 5.08) by the Borrower or any of its Subsidiaries, an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness or issuance of Preferred Stock shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing provisions of this Section 4.02(d), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment or commitment reduction shall be required pursuant to this Section 4.02(d) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be ---- applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(e) in the absence of the last sentence of said Section, equals or exceeds $1,000,000. (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than (v) the Equity Financing, (w) issuances of Borrower Common Stock to management of the Borrower and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $5,000,000 in any fiscal year of the Borrower, (x) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower, (y) any issuance of Borrower Common Stock and Qualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (z) additional issuances of Borrower Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $5,000,000), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that Net Cash Proceeds -------- received by the Borrower from additional sales or issuances of Borrower Common Stock shall not be required to be applied as a mandatory repayment and/or commitment reduction on the date of receipt thereof, to the extent that (x) no Default or Event of Default then exists and (y) the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used or contractually committed to be used to make Capital Expenditures and/or effect Permitted Acquisitions within 270 days following the date of receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided -------- further, that (i) if all or any portion of such Net Cash Proceeds are not so ------- used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Cash Proceeds are not so used within such 270-day period referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(e), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment and/or commitment reduction shall be required pursuant to this Section 4.02(e) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be applied as mandatory ---- repayments and/or commitment reductions pursuant to Section 4.02(d) in the absence of the last sentence in said Section, equals or exceeds $1,000,000. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i), provided that (x) so long as -------- no Default or Event of Default then exists and such proceeds do not exceed $3,500,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $3,500,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the respective mandatory repayment and/or commitment reduction would otherwise be required pursuant to this Section 4.02(f) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of the respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $3,500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent), provided further, that at any ---------------- time while an Event of Default has occurred and is continuing, the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided further, that ---------------- if all or any portion of such

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date (for this purpose, using the Dollar Equivalent for all Alternate Currency Revolving Loans)), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) (for this purpose, using the Dollar Equivalent for all Swingline Loans denominated in Euros) and (III) the aggregate amount of all the Letter of Credit Outstandings and Bank Guaranty Outstandings (for this purpose, using the Dollar Equivalent for all Letters of Credit denominated in a currency other than Dollars) exceeds the Total Credit-Linked Commitment as then in effect, the U.S. Borrower or Borrowers shall repay principal of Swingline Loans (in the Bermuda Borrower (as determined by case of payments made with respect to Swingline Loans denominated in Euros, taking the U.S. Borrower) (subject to clause (x) Dollar Equivalent of the proviso amounts paid in Euros in which payments on such Swingline Loans denominated in Euros are owing) and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans (in the case of payments made with respect to Alternate Currency Revolving Loans, taking the Dollar Equivalent of the amounts paid in the respective Alternate Currency in which payments on such Alternate Currency Revolving Loans are owing) in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Loans, the aggregate amount of the Letter of Credit Outstandings (for this clause (a)purpose, using the Dollar Equivalent for all Letters of Credit denominated in a currency other than Dollars) agrees to exceeds the Total Commitment as then in effect, the Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Borrowers hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xii) On any day on which the Dollar Equivalent of the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum all Alternate Currency Outstandings exceeds 103% of the Letter of Credit Alternate Currency Sublimit, the Borrowers shall (x) prepay on such day the Alternate Currency Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) cash collateralize any outstanding Letters of Credit in an amount (taking the Dollar Equivalent of the amounts paid in the respective Alternate Currency in which payments on such cash and/or Cash Equivalents Alternate Currency Outstandings are owing) equal to such excess. (b) With respect to each repayment of Loans required by this Section 4.02, the Borrowers may designate the specific Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest Periods ending on such date of required repayment shall first be paid in full prior to the payment of any other Loans and (ii) each repayment of any Loans comprising a Borrowing shall be applied to repay any amounts owing to pro rata among such Loans. In the respective Issuing Lender and Bank Guaranty Issuer absence of a designation by the Borrowers as described in the preceding sentence, the Administrative Agent shall, subject to the preceding provisions of this clause (b), make such designation in its sole reasonable discretion with a view, but no obligation, to minimize breakage costs owing pursuant to Section 2C.03 hereof1.10. (ic) In addition Notwithstanding anything to any other mandatory repayments or commitment reductions the contrary set forth in this Agreement each Swingline Loan shall be repaid in full on the fifth Business Day after the incurrence thereof. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be repaid in full on the Final Maturity Date. (e) For purposes of making calculations pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower Administrative Agent shall be required entitled to repay that principal amount use the Dollar Equivalent of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite any such date (each such repayment, as the same may be reduced as provided amounts stated in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):currency other than Dollars.

Mandatory Repayments and Commitment Reductions. 51- (aA) If Requirements: ------------ (i) On any day on any date which the sum of the aggregate outstanding principal amount of all Revolving Loans and Letter of Credit Outstandings and Bank Guaranty Outstandings at such time exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such day the Bermuda Borrower (as determined by principal of Revolving Loans in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Revolving Loans, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the its Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, hereunder in the case Cash Collateral Account to be established and maintained (including the investments made pursuant thereto) by the Administrative Agent. (ii) If any Borrowing Base Certificate shall disclose the existence of a Borrowing Base Deficiency, the Borrower shall on the date of the U.S. delivery thereof in accordance with Section 9.01(k) repay the principal of Revolving Loans in an amount equal to such Borrowing Base Deficiency and, to the extent such Borrowing Base Deficiency exceeds the principal amount of then outstanding Revolving Loans required to be prepaid, the Borrower shall pay an amount of cash equal to such excess to the Administrative Agent at its Payment Office, such cash to be held as security for all Obligations of the Borrower hereunder in the Cash Collateral Account established and maintained (including the investments made pursuant thereto) by the Administrative Agent. (b) All then outstanding Revolving Loans shall be repaid in full on the Revolving Loan Maturity Date, together with all accrued and unpaid interest thereon. (c) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), the Borrower shall be required to repay on each date set forth below the principal amount of the Term Loans, to the extent then outstanding, set forth below opposite such date (each such repayment as the same may be reduced as provided in Sections 5.01 and 5.02(B), a "Scheduled Term Loan Repayment"): ----------------------------- Scheduled Repayment Date Amount ------------------------ ------ October 31, 1999 $ 0 December 31, 1999 $ 0 March 31, 2000 $ 0 June 30, 2000 $ 0 September 30, 2000 $ 125,000 December 31, 2000 $ 125,000 March 31, 2001 $ 750,000 June 30, 2001 $ 750,000 September 30, 2001 $ 750,000 December 31, 2001 $ 750,000 March 31, 2002 $1,500,000 June 30, 2002 $1,500,000 September 30, 2002 $1,500,000 -52- December 31, 2002 $1,500,000 March 31, 2003 $5,250,000 June 30, 2003 $5,250,000 September 30, 2003 $5,250,000 November 26, 2003 $ 500,000 All then outstanding Term Loans shall be repaid in full on the Term Loan Maturity Date, together with all accrued and unpaid interest thereon. (d) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), the Borrower shall be required to prepay or repay principal of the Tranche B Loans, to the extent then outstanding (each such prepayment, a "Mandatory Tranche B Repayment") ----------------------------- (i) in the amount of (x) $1,000,000, plus (y) the aggregate ---- principal amount of any Additional Tranche B Loans then outstanding, on any Quarterly Payment Date ending on or after March 31, 2001, upon the Borrower's: (A) satisfaction as of such Quarterly Payment Date of each of the following conditions: (1) the Borrower shall have repaid in full all principal amounts of the Term Loans deferred through such Quarterly Payment Date pursuant to the Amendment Agreement and the amendment and restatement of this Agreement on the Restatement Effective Date; (2) the Borrower shall have satisfied in accordance with this Agreement all its obligations with respect to the payment of any and all accrued unpaid interest on the Loans through and including such Quarterly Payment Date; (3) as of such Quarterly Payment Date, after giving effect to such prepayment of principal of the Tranche B Loans (and payment of any prepayment premium in connection with such prepayment) and after giving effect to all other payments to be made on such Quarterly Payment Date, and any Revolving Loans to be made on such date and any Letter of Credit to be issued on such date, the sum of the aggregate principal amount of the Revolving Loans then outstanding, plus the Letter of Credit Outstandings at such time, shall not exceed the Borrowing Base then in effect; (4) after giving effect to such prepayment of principal of the Tranche B Loans (and payment of any prepayment premium in connection with such prepayment), the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.9 and 10.10 of this Agreement for the Most Recent Reference Period, determined as if such prepayment of principal (and payment of any prepayment premium in connection with such prepayment) was made during such Most Recent Reference Period; and (5) no Default or Event of Default shall be continuing as of such Quarterly Payment Date, nor shall any Default or Event of Default occur or be continuing after giving effect to the making of such prepayment of principal of the Tranche B Loans (and payment of any prepayment premium in connection with such prepayment); and (B) demonstration to the satisfaction of the Administrative Agent of a Fixed Charge Coverage Ratio for the Most Recent Reference Period (assuming that the scheduled principal payments due during such Most Recent Reference Period in respect of the Term Loans were those as in effect under the Existing Credit Agreement Party Guaranty) immediately prior to the Issuing LendersRestatement Effective Date) of not less than 1.0:1.0; and (ii) in full, Bank Guaranty Issuers together with all accrued unpaid interest thereon and Lenders relating any applicable prepayment premium, upon the earlier to Letters occur of (x) the Tranche B Maturity Date or (y) 95 days after the Final Continuing Obligations Repayment has occurred. (iii) Upon any Mandatory Tranche B Repayment, the Borrower shall pay an amount equal to the product of (x) the then outstanding principal amount of the Tranche B Loans being prepaid or repaid, multiplied by (y) (i) 1.05, ------------- for the period from and after the Restatement Effective Date up to and including the second (2/nd/) anniversary of the Restatement Effective Date; (ii) 1.04 thereafter, up to and including the third (3/rd/) anniversary of the Restatement Effective Date; (iii) 1.03 thereafter, up to and including the fourth (4/th/) anniversary of the Restatement Effective Date; (iv) 1.02 thereafter, up to and including the fifth (5/th/) anniversary of the Restatement Effective Date; (v) 1.01 thereafter, up to and including the sixth (6/th/) anniversary of the Restatement Effective Date; (vi) 1.00 thereafter. (e) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), no later than the Business Day immediately following the date of the receipt thereof by the Parent or any of its Subsidiaries, an amount equal to: (i) 100% of the cash proceeds (net of underwriting discounts and commissions and all other reasonable costs associated with such transaction), from any sale or issuance after the Restatement Effective Date of equity securities of the Parent, the Borrower or any of the Borrower's Subsidiaries; and (ii) 100% of the cash proceeds (net of underwriting discounts and commissions, loan fees and all other reasonable costs associated with such transaction) from any incurrence of any Indebtedness by the Parent, the Borrower or any of the Borrower's Subsidiaries (other than (a) the issuance by the Borrower of the Senior Notes and (b) other Indebtedness permitted by Section 10.05), shall be applied as provided in Section 5.02(B). (f) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), no later than 90 days after the last day of each fiscal year of the Borrower, an amount equal to 50% of Excess Cash Flow of the Borrower and its Subsidiaries for the relevant Excess Cash Flow Payment Period shall be applied as provided in Section 5.02(B). Notwithstanding the foregoing, for the Excess Cash Flow Payment Period commencing January 1, 2000, and each Excess Cash Flow Payment Period thereafter, the applicable mandatory Excess Cash Flow repayments subject to the requirements of this Section 5.02(A)(f) shall be the greater of (x) 100% of Excess Cash Flow for the relevant Excess Cash Flow Payment Period minus $2,000,000, and (y) $0; provided ----- -------- that the provisions of the foregoing clause shall not apply and the provisions of the first sentence of this paragraph (f) shall apply if, as of the date on which any Excess Cash Flow amount is required to be applied in accordance with this Section 5.02(A)(f) (each such date, an "ECF Application Date"), the -------------------- Borrower shall be in full compliance with each of the following conditions: (i) the Borrower shall have repaid in full all principal amounts of the Term Loans deferred through such ECF Application Date pursuant to the Amendment Agreement and the amendment and restatement of this Agreement on the Restatement Effective Date; (ii) the Borrower shall have satisfied in accordance with this Agreement all its obligations with respect to the payment of any and all accrued unpaid interest on the Loans through and including such ECF Application Date; (iii) as of such ECF Application Date, after giving effect to application of the relevant Excess Cash Flow amount and after giving effect to all other payments to be made on such ECF Application Date, and any Revolving Loans to be made on such date and any Letter of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established byissued on such date, the sum of the aggregate principal amount of the Revolving Loans then outstanding, plus the Letter of Credit Outstandings at such time, shall not exceed the Borrowing Base then in effect; (iv) after giving effect to the application of such Excess Cash Flow amount, the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.9 and 10.10 of this Agreement for the Most Recent Reference Period, determined as if such application of Excess Cash Flow was made during such Most Recent Reference Period; and (v) no Default or Event of Default shall be continuing as of such ECF Application Date, nor shall any Default or Event of Default occur or be continuing after giving effect to the application of such Excess Cash Flow amount. (g) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), no later than the Business Day immediately following each date after the Effective Date on which the Borrower or any of its Subsidiaries receives cash proceeds from any sale of assets (including capital stock and securities other than capital stock the proceeds from the sale of which is recaptured pursuant to, or would be recaptured but for the exclusions contained in, Section 5.02(A)(d)(i), but excluding (1) up to $500,000 of Net Sale Proceeds from the sale of assets permitted to be sold pursuant to Section 10.02(ii)(A), (2) the sale of inventory (other than attaching machinery) in the ordinary course of business, and under (3) the sole dominion sale of attaching machinery permitted to be sold pursuant to Section 10.02(ii)(B) (so long as the proceeds from the sale of such attaching machinery are used to purchase replacement machinery), an amount equal to 100% of the Net Sale Proceeds thereof shall be applied as provided in Section 5.02(B); provided, -------- however, that to the extent the Net Sale Proceeds from sales of assets permitted ------- to be reinvested in the business pursuant to Section 10.02(ii) are not so reinvested in accordance with the provisions (including the timing provisions) of such Section 10.02(ii) and control ofthis Section 5.02(A)(f), then such Net Sale Proceeds shall immediately be applied as provided in Section 5.02(B)). (h) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), no later than the Administrative AgentBusiness Day immediately following each date after the Restatement Effective Date of the receipt thereof by the Parent or any of its Subsidiaries, an amount equal to 100% of the cash proceeds of any Recovery Event (net of reasonable costs incurred in connection with such Recovery Event (including the estimated marginal increase in income taxes which will be payable as a result of such Recovery Event by the Parent or any of its Subsidiaries)) shall be applied as provided in Section 5.02(B); provided that (x) so long as no Event of Default -------- pursuant to Section 11.01 then exists, on and after the aggregate amount of cash and/or Cash Equivalents paid by Effective Date and prior to the Bermuda Borrower date on which there are no outstanding Obligations, such proceeds shall not be required to be so applied on such date to the extent that the Parent delivers a certificate to the Administrative Agent under this clause on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid with substantially the same properties or assets within a period specified in such certificate not to exceed 180 days after the date of receipt of such proceeds (a) which certificate shall not at any time exceed the sum set forth estimates of the Letter of Credit Outstandings (with respect proceeds to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time be so expended), and (y) if all or any portion of such cash and/or Cash Equivalents proceeds are not so used within the period specified in the relevant certificate furnished pursuant to the preceding clause (x), such remaining portion shall first be applied to repay any amounts owing to on the respective Issuing Lender and Bank Guaranty Issuer last day of such specified period as described provided in Section 2C.03 hereof5.02(B). (i) In addition to any other mandatory repayments payments or commitment Commitment reductions pursuant to this Section 4.025.02(A), on each no later than the Business Day immediately following the date set forth belowof the receipt thereof by the Parent or any of its Subsidiaries, an amount equal to 50% of the proceeds of any Tax Refund shall be applied as provided in Section 5.02(B). (j) In addition to any other mandatory repayments or Commitment reductions pursuant to this Section 5.02(A), no later than the Business Day immediately following the date of the receipt thereof by the Parent or any of its Subsidiaries, an amount equal to 100% of any surplus assets of any Pension Plan returned to the Parent or such Subsidiary, net of any applicable taxes, shall be applied as provided in Section 5.02(B). (k) Anything contained in this Section 5.02 to the contrary notwithstanding, and in addition to any other mandatory payments or Commitment reductions pursuant to this Section 5.02(A), (A) if, following the occurrence of any "Asset Sale" (as such term is defined in the Senior Notes Indenture) by any Credit Party or any of its Subsidiaries, the U.S. Borrower is required to commit by a particular date (a "Commitment Date") to apply or cause its Subsidiaries to --------------- apply an amount equal to any of the "Net Available Proceeds" (as such term is defined in the Senior Notes Indenture) thereof in a particular manner, or to apply by a particular date (an "Application Date") an amount equal to any such "Net Available Proceeds" in a ---------------- particular manner, in either case in order to excuse the Borrower from being required to make a "Net Proceeds Offer" (as such term is defined in the Senior Notes Indenture) in connection with such "Asset Sale", and the Borrower shall have failed to so commit or to so apply an amount equal to such "Net Available Proceeds" at least 15 days before the Commitment Date or the Application Date, as the case may be, or (B) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such "Net Available Proceeds", and, within 60 days thereafter assuming no further application or commitment of an amount equal to such "Net Available Proceeds" the Borrower would otherwise be required to repay that principal make a "Net Proceeds Offer" in respect thereof, then in either such case the Borrower shall immediately apply or cause to be applied an amount of Tranche B Term Loans, equal to such "Net Available Proceeds" to the extent then outstanding, as is payment of the Loans in the manner set forth opposite in Section 5.02(A)(f) in such date (each amounts as shall excuse the Borrower from making any such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):"Net Proceeds Offer".

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full (or if no Swingline Loans are outstanding), Revolving Loans in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) the Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower Agent. All repayments of Revolving Loans pursuant to the Administrative Agent under this clause (aSection 4.02(a)(i) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any outstanding Acquisition Loans and Working Capital Loans in proportion to their respective outstanding amounts owing except to the extent that such repayment would result in the outstanding principal amount of (x) Acquisition Loans exceeding the Acquisition Sub-Limit as then in effect or (y) Working Capital Loans exceeding the Working Capital Sub-Limit as then in effect, in which case such repayment will be applied to Acquisition Loans and/or Working Capital Loans in such allocation as will best result in the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofSub-Limit not being exceeded. (iii) If, after giving effect to any prepayment then being made pursuant to Section 4.02(a)(i), on any day on which the aggregate outstanding principal amount of Working Capital Loans exceeds the Working Capital Sub-Limit as then in effect, the Borrower shall prepay on such day the principal of Working Capital Loans in an amount equal to such excess. (iii) If, after giving effect to any prepayment then being made pursuant to Section 4.02(a)(i), on any day on which the aggregate outstanding principal amount of Acquisition Loans exceeds the Acquisition Sub-Limit as then in effect, the Borrower shall prepay on such day the principal of Acquisition Loans in an amount equal to such excess. (b) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Term Loans, to the extent then outstanding, as is set forth opposite such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(h), a "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ -------- February 28, 1999 $750,000 May 31, 1999 $750,000 August 31, 1999 $750,000 November 30, 1999 $750,000 February 29, 2000 $1,000,000 May 31, 2000 $1,000,000 August 31, 2000 $1,000,000 November 30, 2000 $1,000,000 February 28, 2001 $1,500,000 May 31, 2001 $1,500,000 August 31, 2001 $1,500,000 November 30, 2001 $1,500,000 February 28, 2002 $1,750,000 May 31, 2002 $1,750,000 November 30, 2002 $1,750,000 Term Loan Maturity Date $1,750,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth belowafter the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any capital contribution or any sale or issuance of its equity (other than cash proceeds received (i) as part of the Equity Financing, (ii) from the U.S. Borrower issuance by Holdings of shares of its common stock (including as a result of the exercise of any options with regard thereto), or options to purchase to shares of its common stock, to officers, directors and employees of Holdings and its Subsidiaries in an aggregate amount not to exceed $500,000 in any fiscal year of Holdings or (iii) from equity contributions to any Subsidiary of Holdings to the extent made by Holdings or another Subsidiary of Holdings), an amount equal to 50% of the Net Equity Proceeds of such capital contribution or sale or issuance of equity shall be applied as a mandatory repayment of principal of outstanding Term (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) Loans in accordance with the requirements of Sections 4.02(h) and (i). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i); provided that with respect to no more than $1,500,000 in the aggregate of cash proceeds from Asset Sales in any fiscal year of Holdings, such Net Sale Proceeds therefrom shall not be required to repay be so applied on such date so long as no Default under Section 10.01 or 10.05 then exists or no Event of Default then exists and Holdings has delivered a certificate to the Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase replacement assets within 300 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans (or to reduce the Total Term Loan Commitment, as the case may be) are not so reinvested in replacement assets within such 300 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(e) without regard to the immediately preceding proviso. (f) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to the Applicable Excess Cash Flow Percentage of Tranche B the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term LoansLoans in accordance with the requirements of Sections 4.02(h) and (i). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that so long as no Default under Section 10.01 or 10.05 then exists or no Event of Default then exists and such Net Insurance Proceeds do not exceed $2,500,000, such Net Insurance Proceeds shall not be required to be so applied on such date to the extent that Holdings has delivered a certificate to the Agent on or prior to such date stating that such Net Insurance Proceeds shall be used to replace or restore any properties or assets in respect of which such Net Insurance Proceeds were paid within 300 days following the date of the receipt of such Net Insurance Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such Net Insurance Proceeds exceeds $2,500,000, then outstandingthe entire amount of such Net Insurance Proceeds, and not just the portion of such Net Insurance Proceeds in excess of $2,500,000, shall be applied as a mandatory repayment of Term Loans (or, if the Initial Borrowing Date has not yet occurred, as is set forth opposite a mandatory reduction to the Total Term Loan Commitment) as provided above in this Section 4.02(g) without regard to the immediately preceding proviso and (ii) if all or any portion of such date Net Insurance Proceeds not required to be applied to the repayment of outstanding Term Loans (each such repaymentor to reduce the Total Term Loan Commitment, as the same may case may) be reduced pursuant to the immediately preceding proviso are not so used within 300 days after the date of the receipt of such Net Insurance Proceeds, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(g) without regard to the immediately preceding proviso. (h) Each amount required to be applied to repay outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, to reduce the Total Term Loan Commitment, as the case may be) pursuant to Sections 4.01 and 4.02(g4.02(c), (d), (e), (f) and (g) shall be applied to reduce the then remaining Scheduled Repayments on a “pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto). (i) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche B Term Loan Scheduled Repayment”):which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respec- tive Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in its sole discretion. (j) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Loans of any Tranche shall be repaid in full on the respective Maturity Date for such Tranche of Loans and (ii) all then outstanding Loans shall be repaid in full on the date on which a Change of Control occurs.

Mandatory Repayments and Commitment Reductions. (ai) If on On any date on which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, the outstanding principal amount of the Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Available Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such date the Bermuda Borrower (as determined by principal of Swingline Loans and, after the U.S. Borrower) (subject Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to clause (x) such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and under the sole dominion and control of, substance reasonably satisfactory to the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(k), a "TRANCHE A SCHEDULED REPAYMENT," and each such date, a "TRANCHE A SCHEDULED REPAYMENT DATE"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ September 30, 1999 $8,000,000 December 31, 1999 $8,000,000 March 31, 2000 $10,000,000 June 30, 2000 $10,000,000 September 30, 2000 $10,000,000 December 31, 2000 $10,000,000 March 31, 2001 $15,000,000 June 30, 2001 $15,000,000 September 30, 2001 $15,000,000 December 31, 2001 $15,000,000 March 31, 2002 $22,500,000 June 30, 2002 $22,500,000 September 30, 2002 $22,500,000 December 31, 2002 $22,500,000 March 31, 2003 $25,000,000 June 30, 2003 $25,000,000 September 30, 2003 $25,000,000 December 31, 2003 $25,000,000 March 31, 2004 $30,000,000 June 30, 2004 $30,000,000 September 30, 2004 $30,000,000 December 31, 2004 $30,000,000 Tranche A Term Loan Maturity Date $34,000,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(k), a “Tranche "TRANCHE B Term Loan Scheduled Repayment”SCHEDULED REPAYMENT," and each such date, a "TRANCHE B SCHEDULED REPAYMENT DATE"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofAgent. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(d) through (g), inclusive, a “Tranche B "Term Loan Scheduled Repayment”):," and each such date, a "Term Loan Scheduled Repayment Date"): Term Loan Scheduled Repayment Date Amount Each Quarterly Payment Date occurring in 1998 $187,500 Each Quarterly Payment Date occurring in 1999 $187,500 Each Quarterly Payment Date occurring in 2000 $187,500 Each Quarterly Payment Date occurring in 2001 $187,500 Each Quarterly Payment Date occurring in 2002 $187,500 Each Quarterly Payment Date Term Loan Scheduled Repayment Date Amount occurring in 2003 $6,562,500 Each Quarterly Payment Date occurring in 2004 $11,250,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the Business Day after each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Securities Issuance (other than (i) proceeds received on the Initial Borrowing Date pursuant to the Equity Financing, (ii) so long as no Default or Event of Default then exists or would result therefrom, proceeds received from the sale or issuance of shares of Holdings' common stock or Qualified Preferred Stock to be used to make principal, premium, interest, purchase price or defeasance payments on the Holdings Senior Discount Notes, (iii) so long as no Default or Event of Default then exists or would result therefrom, proceeds received from the sale or issuance of Holdings' common stock or Qualified Preferred Stock in connection with repurchase and issuance transactions of Holdings' common stock or Qualified Preferred Stock involving Permitted Investors and (iv) so long as no Default or Event of Default then exists, proceeds received from the issuance by Holdings of shares of its common stock as a result of (A) the exercise of any options to purchase its common stock by officers, directors and employees of Holdings and its Subsidiaries which are outstanding on the Initial Borrowing Date and which, in any event, do not exceed $1,800,000 and (B) the exercise of any options to purchase its common stock by officers, directors and employees of Holdings and its Subsidiaries in an aggregate amount not to exceed $750,000 in any fiscal year of Holdings), an amount equal to 50% of the cash proceeds of such Securities Issuance (net of underwriting discounts and commissions and other reasonable costs associated therewith) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the Business Day after each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebt edness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to the cash proceeds of the respective incurrence of Indebtedness (net of underwriting or placement discounts and commissions and other reasonable costs associated therewith) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the Business Day after each date after the Effective Date upon which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that Net Sale Proceeds received by Holdings or any of its Subsidiaries in connection with any Asset Sale shall not be required to be so applied on such date so long as no Default or Event of Default then exists and such Net Sale Proceeds are used to purchase replacement assets within 18 months following the date of such Asset Sale, and provided further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of outstanding Term Loans (or to reduce the Total Term Loan Commitment, as the case may be) are not so reinvested in replacement assets within such 18 month period, such remaining portion shall be applied on the last day of such period as a mandatory repayment of principal of outstanding Term Loans as provided above in this Section 4.02(e) without regard to the immediately preceding proviso. (f) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(h) and (i). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(h) and (i), provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 18 months following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and if (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds together with other amounts available to Holdings and its Subsidiaries is at least equal to 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Agent may reasonably request, (c) the Borrower has delivered to the Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(g) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) the Borrower has delivered to the Agent such evidence as the Agent may reasonably request in form and substance satisfactory to the Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will be receiving regular payments thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement) without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of the respective properties or assets, then the entire amount and not just the portion in excess of $5,000,000 shall be deposited with the Agent pursuant to a cash collateral arrangement satisfactory to the Agent whereby such proceeds together with other amounts available to Holdings and its Subsidiaries shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may reasonably be established by the Agent), provided further that at any time while an Event of Default has occurred and is continuing, the Required Banks may direct the Agent (in which case the Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided further, that if all or any portion of such proceeds not required to be applied to the repayment of Term Loans pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 18 months after the date of the respective Recovery Event, such remaining portion shall be applied on the date which is 18 months after the date of the respective Recovery Event as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(h) and (i). (h) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $3,000,000 in the case of a Borrowing of Term Loans or $1,000,000 in the case of a Borrowing of Revolving Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Agent shall, subject to the above, make such designation in its sole discretion. (i) Each amount required to be applied to Term Loans (or to the Total Term Loan Commitment) pursuant to Sections 4.02(c), (d), (e), (f) and (g) shall be applied to reduce the then remaining Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Term Loan Scheduled Repayment after giving effect to all prior reductions thereto. (j) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii) all other then outstanding Loans of any Tranche shall be repaid in full on the respective Maturity Date for such Tranche of Loans.

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date ---------------------------------------------- which the aggregate outstanding principal amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings Revolving Loans exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office shall prepay on such date day principal of Revolving Loans in an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.023.02, on within five Business Days after each date set forth belowon or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any incurrence by Holdings or any of its Subsidiaries of Secured Indebtedness and/or Subsidiary Indebtedness, an amount equal to 100% of the Net Debt Proceeds from such Secured Indebtedness and Subsidiary Indebtedness shall be applied within such five Business Day period as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(e); provided, however, the U.S. provisions of this Section 3.02(b) shall not -------- ------- apply to either (x) the first $200,000,000 in the aggregate of Secured Indebtedness and Subsidiary Indebtedness incurred on or after the Effective Date or (y) the refinancing of any Secured Indebtedness and/or Subsidiary Indebtedness existing on the Effective Date (without giving effect to any increases thereof after the Effective Date) or the refinancing of any Acquired Indebtedness (without giving effect to any increases thereof after the assumption thereof), in either case with new Secured Indebtedness and/or Subsidiary Indebtedness up to the aggregate principal amount of the existing Secured Indebtedness (including Acquired Indebtedness) and/or Subsidiary Indebtedness outstanding at the time of such refinancing plus the amount of any costs, fees (including prepayment penalties, but excluding interest) and expenses associated with any refinancing of Secured Indebtedness or Subsidiary Indebtedness existing on the Effective Date. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 3.02, in the event that the aggregate Net Sale Proceeds received by Holdings or any of its Subsidiaries from one or more Asset Sales occurring on or after June 1, 1999 in any period of 12 consecutive months exceed 1% of Total Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Borrower and its Subsidiaries has been filed with the SEC or delivered to the Banks pursuant to Section 7.01), an amount equal to 100% of the Net Sale Proceeds from all Asset Sales effected during such 12 month period shall be applied at such time as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(e); provided, however, that the Net Sale Proceeds from any such Asset Sale shall not -------- ------- be required to be so applied on such date so long as no Specified Default or Event of Default then exists and (i) such Net Sale Proceeds shall be used or contractually committed to be used pursuant to a binding agreement (subject only to reasonable, customary closing conditions) (A) to purchase fixed assets and property (other than notes, bonds, obligations and securities) which in the good faith reasonable judgment of the Board of Directors of the Borrower will immediately constitute or be part of a business of the Borrower or such Subsidiary (if it continues to be a Subsidiary of the Borrower) permitted under Section 8.16(a), (B) to make Permitted Designated Investments of the type described in clause (i) of the definition thereof and/or (C) to purchase at least a controlling interest in the capital stock or other equity of a Person engaged in a business permitted under Section 8.16(a) and pursuant to a transaction otherwise permitted under this Agreement (provided that, concurrently with a purchase described in this clause (C), such Person becomes a Subsidiary of the Borrower), in each case within 364 days (or earlier to the extent required to be so applied pursuant to the terms of any other outstanding Indebtedness) following the date of such Asset Sale, it being understood, however, that (I) if all or any portion of such Net Sale Proceeds are not so ------- used (or contractually committed to be used) within such 364 day period (or earlier period, as the case may be) or (II) if all or any portion of such Net Sale Proceeds is contractually committed to be used as provided above within the 364 day period (or earlier period, as the case may be) and is not actually used within an additional 180 day period, such remaining portion (in either case) shall be applied on the last day of the respective period as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(e); and provided further, that so long as no Specified Default or -------- ------- Event of Default then exists, no mandatory repayment or commitment reduction shall be required pursuant to repay this Section 3.02(c) until the date on which the aggregate Net Sale Proceeds not so reinvested within the time periods specified above equals or exceeds $25,000,000. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 3.02, within 30 days following each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Casualty Event or Taking (other than a Casualty Event or Taking in which the aggregate cash proceeds so received is less than $1,000,000), an amount equal to 100% of the Net Insurance/Condemnation Proceeds from such Casualty Event or Taking shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.02(e); provided, however, that principal amount so long as no Default or Event of Tranche B Term LoansDefault then -------- ------- exists under Section 9.01 or 9.05, such Net Insurance/Condemnation Proceeds shall not be required to be so applied on such date to the extent then outstandingthat such Net Insurance/Condemnation Proceeds shall be used (or be contractually committed to be used) to replace or restore any properties or assets in respect of which such Net Insurance/Condemnation Proceeds were paid within 364 days (or earlier to the extent required to be so applied pursuant to terms of any other outstanding Indebtedness) following the date of such Casualty Event or Taking and, provided further, that (I) if all or any portion of such Net -------- ------- Insurance/Condemnation Proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the preceding proviso are not so used (or contractually committed to be used) within 364 days (or earlier to the extent required to be so applied pursuant to terms of any other outstanding Indebtedness) after the date of receipt of the Net Insurance/Condemnation Proceeds from the respective Casualty Event or Taking, then, such remaining portion not used shall be applied on the date which is set forth opposite 364 days (or earlier to the extent required to be so applied pursuant to the terms of any other outstanding Indebtedness) following the date of receipt of such Net Insurance/Condemnation Proceeds from the respective Casualty Event or Taking in accordance with the requirements of Section 3.02(e), and (II) if all or any portion of such Net Insurance/Condemnation Proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the preceding proviso because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied on the date of such termination or expiration in accordance with the requirements of Section 3.02 (each such repayment, as the same may e). (e) Each amount required to be reduced as provided in applied pursuant to Sections 4.01 and 4.02(g3.02(b), (c) and (d) in accordance with this Section 3.02(e) shall be applied to repay the principal of outstanding Term Loans and/or to permanently reduce the Total Revolving Loan Commitment allocated between such Tranches in a “Tranche B Term Loan Scheduled Repayment”):manner to be determined by the Borrower upon written notice to the Administrative Agent (which shall promptly notify each of the Banks); provided, however, if at the -------- ------- time that any amount is required to be applied pursuant to this Section 3.02

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all Revolving Loans made by Non-Defaulting Lenders plus the Letter of Credit Outstandings and Bank Guaranty Outstandings on such day exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall repay on such date the Bermuda Borrower (as determined by principal of Revolving Loans of Non-Defaulting Lenders in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) repayment of all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on any date after the Effective Date that a break-up fee (the "AMFM/Clear Channel Break-Up Fee") is paid to AMFM pursuant to, and as set forth in, the AMFM/Clear Channel Merger Agreement, an amount equal to 100% of such AMFM/Clear Channel Break-Up Fee shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth belowafter the Effective Date on which the Leverage Ratio is 4.5:1.0 or greater (before giving effect to the transactions described herein) and upon which Parent or any of its Subsidiaries receives any proceeds from any sale or issuance of its equity, an amount equal to 100% of the cash proceeds from the respective sale or issuance (net of all reasonable costs associated therewith, including, without limitation, all due diligence costs and expenses paid for, or reimbursed by, Parent and/or any of its Subsidiaries, all underwriting or similar fees, discounts and commissions, attorneys' fees paid for or reimbursed by, Parent and/or any of its Subsidiaries and other direct costs associated therewith) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j) (it being understood that for the purposes of this Section 4.02(c), no capital contribution to Parent or any of its Subsidiaries from its direct or indirect parent shall be construed as a sale or issuance of equity). (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date on which the Leverage Ratio is 4.5:1.0 or greater (after giving effect to the transactions described herein) and upon which Parent or any of its Subsidiaries receives any proceeds from any incurrence by Parent or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of all reasonable costs associated therewith, including, without limitation, all due diligence costs and expenses paid for, or reimbursed by, Parent and/or any of its Subsidiaries, any underwriting or similar fees, discounts and commissions, attorneys' fees and expenses paid for, or reimbursed by, Parent and/or any of its Subsidiaries, all financing and/or commitment fees and other direct costs associated therewith) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). (A) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Parent or any of its Subsidiaries receives cash proceeds from any sale of assets (including capital stock (other than a Lama▇ ▇▇▇ck Disposition) and securities held thereby, but excluding sales of assets to the extent permitted by Sections 9.02(ii), (v), (vi), (vii), (x) and (xii)), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirement of Sections 4.02(i) and (j). (B) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date on which the Leverage Ratio is 5.5:1.0 or greater and upon which Parent or any of its Subsidiaries receives any proceeds from any Lama▇ ▇▇▇ck Disposition, an amount equal to 100% of the net proceeds therefrom shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 4.02(i) and (j); provided that, so long as no Default or Event of Default then exists, the U.S. net proceeds from such Lama▇ ▇▇▇ck Disposition shall not be required to be so applied on the date of receipt thereof to the extent the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such net proceeds shall be utilized to repurchase or redeem AMFM Stock in accordance with Section 9.03(viii). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each Excess Cash Payment Date an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment and/or mandatory commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Effective Date on which Parent or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs including, without limitation, legal costs and expenses and taxes incurred in connection with such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). (h) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Parent or any of its Subsidiaries receives any proceeds from any Dividend paid by a Non-Controlled Entity, an amount equal to 100% of the net proceeds therefrom shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(i) and (j). (i) Any amount required to be applied to any Tranche of Term Loans pursuant to Sections 4.02(b) through (h), inclusive, shall be applied (i) first, to repay the outstanding principal amount of Term Loans of the respective Tranche and (ii) second, to the extent in excess thereof, to reduce the Total Term Loan Commitment. (A) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made; provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders which made such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. (B) Notwithstanding the foregoing, so long as no Default or Event of Default then exists, the net cash proceeds from the transaction required to be applied in accordance with this clause (j) (other than Sections 4.02(b) and (f)) shall not be required to repay Loans and/or reduce commitments on the date of receipt thereof to the extent the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such net cash proceeds shall be reinvested in Reinvestment Assets within 360 days following such date and, provided further, that if all or any portion of such net cash proceeds not applied as a mandatory repayment and/or commitment reduction pursuant to the preceding proviso are not so used within 360 days after the date of receipt of such net cash proceeds, then such remaining portion not used shall be applied on the date which is 360 days following the date of receipt of such net cash proceeds as a mandatory repayment and/or commitment reduction in accordance with the requirements of clause (A) above. At the time of the acquisition of any Reinvestment Assets, Parent shall comply and shall cause its Subsidiaries to comply with Section 8.12. (k) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all the then outstanding Loans of any Tranche shall be repaid in full on the Maturity Date and (ii) all outstanding Loans shall be required to repay that principal amount be repaid upon the occurrence of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Change of Ownership.

Mandatory Repayments and Commitment Reductions. (ai) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Available Revolving Loan Commitment as then in effect, SMT shall repay on such date the U.S. Borrower principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the Bermuda Borrower (prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to then in effect, SMT shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Agent shall hold such payment as security for the obligations of SMT to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance satisfactory to the Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Available Revolving Loan Commitment of such Defaulting Bank, SMT shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “Tranche B "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ ------ December 31, 1997 $125,000 March 31, 1998 $125,000 June 30, 1998 $125,000 September 30, 1998 $125,000 December 31, 1998 $125,000 March 31, 1999 $125,000 June 30, 1999 $125,000 September 30, 1999 $125,000 December 31, 1999 $125,000 March 31, 2000 $125,000 June 30, 2000 $125,000 September 30, 2000 $125,000 December 31, 2000 $125,000 March 31, 2001 $125,000 June 30, 2001 $125,000 September 30, 2001 $125,000 December 31, 2001 $125,000 March 31, 2002 $125,000 June 30, 2002 $125,000 September 30, 2002 $125,000 December 31, 2002 $125,000 March 31, 2003 $125,000 June 30, 2003 $125,000 Final Maturity Date $47,125,000 In the event that less than the Total Term Loan Commitment is utilized to finance the Acquisition and to pay the fees and expenses incurred in connection with the Transaction, the amount not so utilized shall result in each of the Scheduled Repayment”):Repayments being reduced on a pro rata basis (based upon the then --- ---- remaining principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k); provided that (I)(x) with respect to any such Net Sale -------- Proceeds received by Holdings or any of its Subsidiaries in connection with an MRI Replacement, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and SMT delivers a certificate to the Agent on or prior to such date stating that (i) an amount equal to such Net Sale Proceeds has been used to purchase a replacement MRI Unit within 135 days prior to the date of receipt of such Net Sale Proceeds or (ii) such Net Sale Proceeds shall be used to purchase a replacement MRI Unit within 135 days following the date of receipt of such Net Sale Proceeds (which certificate shall set forth the amount of the proceeds so expended or the estimates of the proceeds to be so expended, as the case may be) and (y) in the case of any MRI Replacement for which no replacement MRI Unit has been (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this clause (II)(y) because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of Preferred Stock (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (y) Qualified Preferred Stock) by Holdings or any of its Subsidiaries, an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common equity of (or cash capital contributions to) Holdings or any of its Subsidiaries (other than proceeds received from (v) the Equity Financing, (w) issuances of Holdings Common Stock to management of Holdings and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $1,000,000 in any fiscal year of Holdings, (x) equity contributions to any Subsidiary of Holdings made by Holdings or any other Subsidiary of Holdings, (y) any issuance of Qualified Preferred Stock or Holdings Common Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (z) additional issuances of Holdings Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $1,000,000), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k); provided that on and after the Merger Date, Net Cash Proceeds received by -------- Holdings from additional sales or issuances of Holdings Common Stock or Qualified Preferred Stock shall not be required to be applied as a mandatory repayment (and/or commitment reduction, as the case may be) on the date of receipt thereof, to the extent that (x) no Default or Event of Default then exists, and (y) the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Cash Proceeds shall be used or contractually committed to be used to make Capital Expenditures (including, without limitation, Permitted Acquisitions) within 270 days following the date of receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if ---------------- all or any portion of such Net Cash Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (ii) if all or any portion of such Net Cash Proceeds are not so used within such 270-day period referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $250,000 per Recovery Event), an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k); provided that (x) -------- so long as no Default or Event of Default then exists and such proceeds do not exceed $2,500,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of SMT has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $2,500,000, (b) the amount of such proceeds, together with other cash available to SMT and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by SMT and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Agent may reasonably accept, (c) an Authorized Officer of SMT has delivered to the Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(f) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of SMT has delivered to the Agent such evidence as the Agent may reasonably re quest in form and substance reasonably satisfactory to the Agent establishing that SMT has sufficient business interruption insurance and that SMT will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of SMT (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $2,500,000 shall be deposited with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to SMT from time to time as needed to pay or reimburse SMT or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Agent), provided further that at any time while an ---------------- Event of Default has occurred and is continuing, the Required Banks may direct the Agent (in which case the Agent shall, and is hereby authorized by SMT to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided -------- further, that if all or any portion of such proceeds not required to be applied ------- as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date occurring 360 days after the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respec tive Recovery Event in the case of clause (B) above as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k). (g) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each Excess Cash Flow Payment Date, an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k). (i) In the event the 90% Requirement has been satisfied on the Initial Borrowing Date and the Merger Date shall not have occurred on or prior to October 15, 1997, the Borrowers shall be required to repay all outstanding Loans on such date and (ii) in the event the 90% Requirement has not been satisfied on the Initial Borrowing Date and the Merger Date shall not have occurred on or prior to the 120th day following the Initial Borrowing Date, the Borrowers shall be required to repay all outstanding Loans on such 120th day. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date and prior to the Merger Date upon which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any sale of Margin Stock (including the Shares acquired pursuant to the Tender Offer), an amount equal to 100% of the Net Sale Proceeds from such sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(j) and (k). (j) Each amount required to be applied pursuant to Sections 4.02(c), (d), (e), (f), (g) and (i) in accordance with this Section 4.02(j) shall be applied (i) first, to repay the outstanding principal amount of Term Loans, (ii) second, to the extent in excess of the amounts required to be applied pursuant to preceding clause (i), to reduce the Total Term Loan Commitment an

Mandatory Repayments and Commitment Reductions. (a) (i) If On any day on any date which the (other than during an Agent Advance Period) Aggregate Exposure exceeds the lesser of (x) the Total Commitment at such time and (y) the Borrowing Base at such time (based on the Borrowing Base Certificate last delivered), the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of all the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the lesser of (A) the Total Credit-Linked Commitment at such time, and (B) the Borrowing Base at such time (based on the Borrowing Base Certificate (as then in effectdelivered)), the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Lenders and the Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xii) On any day on which the Dollar Equivalent of the aggregate outstanding principal amount of all Euro Denominated Obligations exceeds the Maximum Euro Denominated Loan Amount, the Borrower shall prepay on such day the principal of outstanding Euro Denominated Loans in an amount (taking the Dollar Equivalent of the amounts paid in the respective currency in which payments on such Euro Denominated Loans are owing) equal to such excess. If, after giving effect to the prepayment of all outstanding Euro Denominated Loans, the aggregate amount of the Letter of Credit Outstandings of Euro Letters of Credit exceeds the Maximum Euro Denominated Loan Amount, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents paid by equal to the Bermuda amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash and/or Cash Equivalents to be held as security for all Obligations of the Borrower to the Issuing Lenders and the Lenders hereunder in a cash collateral account to be established by the Administrative Agent under this clause Agent. (aiii) On any day on which the Dollar Equivalent of the aggregate outstanding principal amount of all Sterling Denominated Loans exceeds the Maximum Sterling Denominated Loan Amount, the Borrower shall not at any time exceed prepay on such day the sum principal of outstanding Sterling Denominated Loans in an amount (taking the Dollar Equivalent of the amounts paid in the respective currency in which payments on such Sterling Denominated Loans are owing) equal to such excess. If, after giving effect to the prepayment of all outstanding Sterling Denominated Loans, the aggregate amount of the Letter of Credit Outstandings (with respect to Bermuda Borrower of Sterling Letters of Credit) and Credit exceeds the Bank Guaranty Maximum Sterling Denominated Loan Amount, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any time), such cash and/or Cash Equivalents shall first to be applied to repay any amounts owing held as security for all Obligations of the Borrower to the respective Issuing Lender Lenders and Bank Guaranty Issuer as described the Lenders hereunder in Section 2C.03 hereofa cash collateral account to be established by the Administrative Agent. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):

Mandatory Repayments and Commitment Reductions. (ai) If on On any date on which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, the outstanding principal amount of the Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Available Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such date the Bermuda Borrower (as determined by principal of Swingline Loans and, after the U.S. Borrower) (subject Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to clause (x) such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and under the sole dominion and control of, substance reasonably satisfactory to the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(j), a "TRANCHE A SCHEDULED REPAYMENT," and each such date, a "TRANCHE A SCHEDULED REPAYMENT DATE"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ March 31, 2001 $25,000,000 June 30, 2001 $25,000,000 September 30, 2001 $25,000,000 December 31, 2001 $25,000,000 March 31, 2002 $25,000,000 June 30, 2002 $25,000,000 September 30, 2002 $25,000,000 December 31, 2002 $25,000,000 March 31, 2003 $27,500,000 June 30, 2003 $27,500,000 September 30, 2003 $27,500,000 December 31, 2003 $27,500,000 March 31, 2004 $30,000,000 June 30, 2004 $30,000,000 September 30, 2004 $30,000,000 December 31, 2004 $30,000,000 March 31, 2005 $30,875,000 June 30, 2005 $30,875,000 September 30, 2005 $30,875,000 December 31, 2005 $30,875,000 March 31, 2006 $15,750,000 Tranche A Term Loan Maturity Date $15,750,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(j), a “Tranche "TRANCHE B Term Loan Scheduled Repayment”SCHEDULED REPAYMENT," and each such date, a "TRANCHE B SCHEDULED REPAYMENT DATE"):

Mandatory Repayments and Commitment Reductions. (a) If on any date the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) and (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date (after giving effect to all other repayments thereof on such date) exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans in an aggregate amount equal to such excess. If, after giving effect to the Bermuda prepayment of all outstanding Swingline Loans and Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents excess (up to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Creditat such time) and the Bank Guaranty Outstandings (with respect Administrative Agent, for the benefit of the RL Lenders, shall hold such payment as security for the obligations of the Borrower hereunder pursuant to Bermuda Borrower Bank Guaranties) at such time a cash collateral agreement to be entered into in form and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing substance satisfactory to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofAdministrative Agent. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is equal to the product of (I) the aggregate principal amount of all A Term Loans outstanding on March 1, 2002 (before giving effect to any Initial A Term Loans incurred on such date) and (II) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01 4.01(a) and 4.02(g4.02(j), a “"Tranche A Scheduled Repayment"): TRANCHE A SCHEDULED REPAYMENT DATE PERCENTAGE March 1, 2002 2.500% June 1, 2002 2.500% September 1, 2002 3.750% December 1, 2002 3.750% March 1, 2003 3.750% June 1, 2003 3.750% September 1, 2003 5.625% December 1, 2003 5.625% March 1, 2004 5.625% June 1, 2004 5.625% September 1, 2004 6.875% December 1, 2004 6.875% March 1, 2005 6.875% June 1, 2005 6.875% September 1, 2005 7.500% December 1, 2005 7.500% March 1, 2006 7.500% A Term Loan Maturity Date 7.500% In addition to the foregoing, in the event that any Initial A Term Loans are incurred on or after the first Tranche A Scheduled Repayment set forth in the table above, each of such Initial A Term Loans shall thereafter amortize on each Tranche A Scheduled Repayment Date occurring after the incurrence thereof on a percentage basis determined based upon the relative percentages set forth above for the remaining Tranche A Scheduled Repayments thereafter through and including the A Term Loan Maturity Date. (c) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of B Term Loans, to the extent then outstanding, as is equal to the product of (I) the aggregate principal amount of all B Term Loans outstanding on March 1, 2002 and (II) the respective percentage set forth opposite each such date below (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(j), a "Tranche B Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of (I) the aggregate outstanding principal amount of Swingline Loans, (II) the aggregate outstanding principal amount of Sterling Swingline Loans (for this purpose, using the Dollar Equivalent thereof), (III) the aggregate outstanding principal amount of Revolving Loans (for this purpose, using the Dollar Equivalent thereof in the case of outstanding Sterling Revolving Loans) and (IV) the aggregate amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings (for this purpose, using the Dollar Equivalent thereof in the case of ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings) exceeds the Total Credit-Linked Available Revolving Loan Commitment as then in effect, the U.S. Borrower or Revolving Loan Borrowers shall prepay on such day the Bermuda Borrower principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Sterling Swingline Loans and, after the Sterling Swingline Loans have been repaid in full, Revolving Loans (allocated between Dollar Revolving Loans and Sterling Revolving Loans as determined by the U.S. BorrowerRevolving Loan Borrowers may elect) in an amount (subject for this purpose, taking the Dollar Equivalent of payments in Pounds Sterling made with respect to clause (xthe Sterling Swingline Loans and Sterling Revolving Loans) equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans, Sterling Swingline Loans and Revolving Loans, the aggregate amount of the proviso to Letter of Credit Outstandings (for this clause (a)purpose, using the Dollar Equivalent thereof in the case of ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings) agrees to exceeds the Total Available Revolving Loan Commitment as then in effect, the respective Revolving Loan Borrowers shall pay to the Administrative Agent at the appropriate Payment Office on such date day an amount of cash and/or or Cash Equivalents or Foreign Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of the respective Revolving Loan Borrower or Borrowers hereunder in Dollars a cash collateral account to be established by the Administrative Agent, provided that so long as no Default under Section 10.01 or 10.05 and no Event of Default is then in existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with clauses (ii) and (iii) below) to the respective Revolving Loan Borrower at such time (if any), as, and to the extent that, the aggregate amount of such cash, Cash Equivalents and Foreign Cash Equivalents at such time on deposit with the Administrative Agent exceeds the amount by which the Letter of Credit Outstandings at such time exceed the amount of the Total Available Revolving Loan Commitment as then in effect. (ii) If on any date the sum of (I) the aggregate outstanding principal amount of Swingline Loans, (II) the aggregate outstanding principal amount of Dollar Revolving Loans and (III) the aggregate amount of Adience Letter of Credit Outstandings exceeds the Dollar Revolving Sub-Limit as then in effect, Adience shall prepay on such day principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, Dollar Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment in full of all outstanding Swingline Loans and Dollar Revolving Loans, the aggregate amount of the Adience Letter of Credit Outstandings exceeds the Dollar Revolving Sub-Limit as then in effect, Adience shall pay to the Administrative Agent at the appropriate Payment Office on such day an amount of cash or Cash Equivalents equal to the amount of such excess (up to a maximum amount equal to the Adience Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Adience hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; , provided that that, so long as no Default under Section 10.01 or 10.05 and no Event of Default is then existence, such cash or Cash Equivalents shall be released (xsubject to continued compliance with preceding clause (i)) to Adience at such time (if any) as, and to the extent that, the aggregate amount of such cash and Cash Equivalents at such time on deposit with the Administrative Agent exceed the amount by which the Adience Letter of Credit Outstandings at such time exceed the amount of the Dollar Revolving Sub-Limit as then in effect. (iii) If on any date the sum of (I) the aggregate outstanding principal amount of Sterling Revolving Loans, (II) the aggregate outstanding principal amount of Sterling Swingline Loans and (III) the aggregate amount of cash and/or Cash Equivalents paid by ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings exceeds the Bermuda Borrower Sterling Revolving Sub-Limit as then in effect, ▇▇▇▇▇▇▇▇ shall prepay on such day the principal of outstanding Sterling Swingline Loans and, after the Sterling Swingline Loans have been repaid in full, Sterling Revolving Loans in an amount equal to such excess. If, after giving effect to the prepayment in full of all outstanding Sterling Swingline Loans and Sterling Revolving Loans, the aggregate amount of the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings exceeds the Sterling Revolving Sub-Limit as then in effect, ▇▇▇▇▇▇▇▇ shall pay to the Administrative Agent under this clause at the appropriate Payment Office on such day an amount of cash, Cash Equivalents or Foreign Cash Equivalents equal to the amount of such excess (a) shall not at any time exceed up to a maximum amount equal to the sum of the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings at such time), such cash, Cash Equivalents or Foreign Cash Equivalents to be held as security for all obligations of ▇▇▇▇▇▇▇▇ hereunder in a cash collateral account to be established by the Administrative Agent, provided that, so long as no Default under Section 10.01 or 10.05 and no Event of Default is then in existence, such cash, Cash Equivalents or Foreign Cash Equivalents shall be released (subject to continued compliance with respect preceding clause (i)) to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) ▇▇▇▇▇▇▇▇ at such time (if any), as, and (y) any to the extent that, the aggregate amount of such cash and/or cash, Cash Equivalents shall first be applied to repay any amounts owing to and Foreign Cash Equivalents at such time on deposit with the respective Issuing Lender and Bank Guaranty Issuer Administrative Agent exceeds the amount by which the ▇▇▇▇▇▇▇▇ Letter of Credit Outstandings at such time exceed the amount of the Sterling Revolving Sub-Limit as described then in Section 2C.03 hereofeffect. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower Adience shall be required to repay that principal amount of Tranche Adience B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h) through (j), a “Tranche inclusive, an "Adience B Term Loan Scheduled Repayment”," and each such date, an "Adience B Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all Revolving Loans made by Non-Defaulting Banks plus the Letter of Credit Outstandings and Bank Guaranty Outstandings on such day exceeds the Adjusted Total Credit-Linked Available Revolving Loan Commitment as then in effect, the U.S. Borrower or shall repay on such date the Bermuda Borrower (as determined by principal of Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) repayment of all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Available Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, below the U.S. Borrower shall be required to repay that the principal amount of Tranche B Term Loans, to the extent then outstanding, as is in an amount equal to the product of (x) the aggregate principal amount of Term Loans outstanding on the Term Loan Availability Termination Date multiplied by (y) the percentage set forth below opposite such date (each such repayment, repayment as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “Tranche B "Scheduled Term Loan Repayment", and each such date, a "Scheduled Repayment”Term Loan Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Commitment as then in effect, the U.S. Borrower or Company shall prepay principal of Swingline Loans and, after the Bermuda Borrower (Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the Letter of Credit Outstandings exceed the Adjusted Total Commitment as determined by then in effect, the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to Company shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant Company to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account (which shall permit the investment of funds held therein in Cash Equivalents satisfactory to the Administrative Agent, with remittances of excess funds (including investment income), if any, on deposit in said cash collateral account to be made from time to time, so long as no Event of Default then exists, on a basis satisfactory to the Administrative Agent) to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Commitment of such Defaulting Bank, the Company shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) With respect to each repayment of Loans required by this Section 4.02, the Company may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which made; provided that: (i) In addition to any other mandatory repayments or commitment reductions of Eurodollar Rate Loans pursuant to this Section 4.024.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Rate Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than $5,000,000, on such Borrowing shall immediately be converted into Base Rate Loans; (iii) each date set forth belowrepayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) notwithstanding the provisions of the preceding clause (iii), no prepayment of Revolving Loans made pursuant to Section 4.02(a)(i) shall be applied to the Revolving Loans of any Defaulting Bank and prepayments pursuant to Section 4.02(a)(ii) shall only be applied to the Revolving Loans of the respective Defaulting Bank. In the absence of a designation by the Company as described in the preceding sentence, the U.S. Borrower Administrative Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be required to repay that principal amount of Tranche B Term Loans, to repaid in full on the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Final Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date ---------------------------------------------- which the sum of (I) the aggregate outstanding principal amount of all Revolving Loans (after giving effect to all other repayments thereof on such date), (II) the aggregate outstanding principal amount of all Swingline Loans (after giving effect to all other repayments thereof on such date) and (III) the aggregate amount of all Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment at such time, the Borrower shall prepay on such day the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, Revolving Loans, in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Bank Guaranty Revolving Loans, the aggregate amount of the Letter of Credit Outstandings exceeds the Total Credit-Linked Revolving Loan Commitment as then in effectat such time, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Lender and the Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is set forth opposite such date below (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “"Tranche B A Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If on On any date on which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, the outstanding principal amount of the Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such date the Bermuda Borrower (as determined by principal of Swingline Loans and, after the U.S. Borrower) (subject Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to clause (x) such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and under the sole dominion and control of, substance reasonably satisfactory to the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h), a "Tranche A Scheduled Repayment," and each such date, a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ March 31, 2000 $833,000 June 30, 2000 $833,000 September 30, 2000 $834,000 December 31, 2000 $1,250,000 March 31, 2001 $1,250,000 June 30, 2001 $1,250,000 September 30, 2001 $1,250,000 December 31, 2001 $3,750,000 March 31, 2002 $3,750,000 June 30, 2002 $3,750,000 September 30, 2002 $3,750,000 December 31, 2002 $5,625,000 March 31, 2003 $5,625,000 June 30, 2003 $5,625,000 September 30, 2003 $5,625,000 December 31, 2003 $8,750,000 March 31, 2004 $8,750,000 June 30, 2004 $8,750,000 Tranche A Term Loan Maturity Date $8,750,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “"Tranche B Term Loan Scheduled Repayment”," and each such date, a "Tranche B Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the Bermuda principal of Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non- Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “"Tranche B A Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date, exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the Bermuda principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “Tranche B "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ ------------- September 30, 2003 $ 3,750,000 December 31, 2003 $ 3,750,000 March 31, 2004 $ 3,750,000 June 30, 2004 $ 3,750,000 September 30, 2004 $ 5,000,000 December 31, 2004 $ 5,000,000 March 31, 2005 $ 5,000,000 June 30, 2005 $ 5,000,000 September 30, 2005 $ 6,250,000 December 31, 2005 $ 6,250,000 March 31, 2006 $ 6,250,000 June 30, 2006 $ 6,250,000 September 30, 2006 $ 6,250,000 December 31, 2006 $ 6,250,000 March 31, 2007 $ 6,250,000 June 30, 2007 $ 6,250,000 September 30, 2007 $ 6,250,000 December 31, 2007 $ 6,250,000 March 31, 2008 $ 6,250,000 June 30, 2008 $ 6,250,000 September 30, 2008 $ 6,250,000 December 31, 2008 $ 6,250,000 March 31, 2009 $ 6,250,000 June 30, 2009 $ 6,250,000 September 30, 2009 $ 6,250,000 December 31, 2009 $ 6,250,000 March 31, 2010 $ 6,250,000 Term Loan Maturity Date $ 101,250,000 In the event that, on the Term Loan Commitment Termination Date, less than $255,000,000 in aggregate principal amount of Term Loans have been incurred on or prior to such date, an amount equal to the remainder of $255,000,000 less the aggregate principal amount of the Term Loans incurred on or prior to such date shall be applied to reduce the then remaining Scheduled Repayment”):Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that (I) with respect to no more than $20,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower and its Subsidiaries after the Effective Date in connection with one or more Permitted Sale-Leaseback Transactions, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent (i) no Default or Event of Default then exists and (ii) the Borrower delivers an officer's certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds constitute Net Sale Proceeds of a Permitted Sale-Leaseback Transaction consummated in accordance with the requirements of Section 9.02(a) and the definition thereof and (II) with respect to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 365 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided further that (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 365-day period referred to in clause (i) of this proviso because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments or commitment reductions shall be required pursuant to the immediately preceding proviso appearing in this Section 4.02(c) until the date on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested within the time periods specified by said proviso equals or exceeds $2,000,000. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from (i) any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) by the Borrower or any of its Subsidiaries, (ii) any issuance of Preferred Stock by the Borrower or any of its Subsidiaries (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (y) Qualified Preferred Stock) or (iii) any issuance of capital stock or other Equity Interests by, or cash capital contributions to, any Subsidiary of the Borrower (other than (x) issuances of common Equity Interests to the Borrower or any other Subsidiary of the Borrower or any other Subsidiary of the Borrower, and (y) cash capital contributions to any Subsidiary of the Borrower by the Borrower or any Subsidiary of the Borrower), an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of Indebtedness, issuance of Preferred Stock or Equity Interests or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing provisions of this Section 4.02(d), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment or commitment reduction shall be required pursuant to this Section 4.02(d) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(e) in the absence of the last sentence of said Section, equals or exceeds $2,000,000. (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common Equity Interests of (or cash capital contributions to) the Borrower (other than (x) issuances of Borrower Common Stock to management of the Borrower and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $7,500,000 in any fiscal year of the Borrower, (y) any issuance of Borrower Common Stock or Qualified Preferred Stock, to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (z) additional issuances of Borrower Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $7,500,000), an amount equal to 50% of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing provisions of this Section 4.02(e), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment and/or commitment reduction shall be required pursuant to this Section 4.02(e) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(d) in the absence of the last sentence in said Section, equals or exceeds $2,000,000. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i), provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the respective mandatory repayment and/or commitment reduction would otherwise be required pursuant to this Section 4.02(f) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of the respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $5,000,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent), provided further, that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided further, that if all or any portion of such proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, such remaining portion not used or committed to be used (in the case of preceding clause (A)) and not used (in the case of preceding clause (B)) shall be applied on the date occurring 360 days after the date of the respective Recovery Event (in the case of clause (A) above) or the date occurring 18 months after the date of the respective Recovery Event (in the case of clause (B) above) as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h)

Mandatory Repayments and Commitment Reductions. (a) If on any date the aggregate amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents Equiva- ▇▇▇▇▇ to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Borrower Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (b) (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on On each date set forth below, the U.S. Borrower shall be required to repay that the principal amount of Tranche B B-1 Term Loans, to the extent then outstanding, as is Loans set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B B-1 Term Loan Scheduled Repayment”):): Tranche B-1 Term Loan Scheduled Repayment Date Amount Last Business Day of June, 2010 $ 625,000 Last Business Day of September, 2010 $ 625,000 Last Business Day of December, 2010 $ 625,000 Last Business Day of March, 2011 $ 625,000 Last Business Day of June, 2011 $ 625,000 Last Business Day of September, 2011 $ 625,000 Last Business Day of December, 2011 $ 625,000 Last Business Day of March, 2012 $ 625,000 Last Business Day of June, 2012 $ 625,000 Last Business Day of September, 2012 $ 625,000 Last Business Day of December, 2012 $ 625,000 Last Business Day of March, 2013 $ 625,000 Last Business Day of June, 2013 $ 625,000 Last Business Day of September, 2013 $ 625,000 Last Business Day of December, 2013 $ 625,000 Last Business Day of March, 2014 $ 625,000 Last Business Day of June, 2014 $ 625,000 Last Business Day of September, 2014 $ 625,000 Last Business Day of December, 2014 $ 625,000 Last Business Day of March, 2015 $ 625,000 Last Business Day of June, 2015 $ 625,000 Tranche B-1 Term Loan Scheduled Repayment Date Amount Last Business Day of September, 2015 $ 625,000 Last Business Day of December, 2015 $ 625,000 Last Business Day of March, 2016 $ 625,000 Last Business Day of June, 2016 $ 625,000 Last Business Day of September, 2016 $ 625,000 Last Business Day of December, 2016 $ 625,000 Last Business Day of March, 2017 $ 625,000 Tranche B-1/C-1 Term Loan Maturity Date $ 232,500,000

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or Corporation shall prepay on such day the Bermuda Borrower principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Dollar Revolving Loans and Alternate Currency Revolving Loans as determined the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to the Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the U.S. Borrowerrespective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (subject II) to the extent such excess exceeds the amount applied pursuant to preceding clause (x) I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the proviso principal amount of any Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to this clause the Administrative Agent (ain the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II)) agrees to , the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excessexcess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower Borrowers hereunder and under the other Credit Documents in a cash collateral account (includingand invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (ii) If on any date the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount (or Face Amount, without limitationas the case may be) of Alternate Currency Revolving Loans incurred pursuant to a given Alternate Currency Revolving Loan Sub-Tranche plus (y) the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche, exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), the respective Alternate Currency Revolving Loan Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to Alternate Currency Revolving Loans) under such Alternate Currency Revolving Loan Sub-Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not matured) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans made under such Alternate Currency Revolving Loan Sub-Tranche (other than, in the case of the U.S. Borrower Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche plus, in the case of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), then (I) in the Credit Agreement Party Guarantycase of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof and (II) to the Issuing Lendersextent such excess exceeds the amount (if any) applied pursuant to preceding clause (I), Bank Guaranty Issuers and Lenders relating the respective Alternate Currency Borrowers shall pay to Letters the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount (if any) applied pursuant to preceding clause (I)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Alternate Currency Borrowers hereunder and Bank Guaranties (and reimbursement and under the other Obligations relating thereto) hereunder Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established byby the Administrative Agent. (iii) On any day on which the Aggregate Alternate Currency Credit Exposure exceeds $500,000,000, the Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect thereto) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount thereof) and the Aggregate Alternate Currency Letter of Credit Outstandings exceeds $500,000,000, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (II) to the extent such excess exceeds the amount applied pursuant to preceding clause (I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Alternate Currency Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount thereof) shall be paid by the Borrowers to the Administrative Agent (in the Applicable Currency) to be held as cash collateral for the repayment of such Alternate Currency Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II), the respective Borrowers shall pay to the Administrative Agent an amount of cash or Cash Equivalents (in the respective Alternate Currencies in which the respective Alternate Currency Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Aggregate Alternate Currency Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Borrowers hereunder and under the sole dominion other Credit Documents in a cash collateral account (and control ofinvested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (b) With respect to each repayment of Loans required by this Section 4.02, the respective Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Euro Rate Loans, Bankers’ Acceptance Loans and Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) in the case of repayments of Dollar Revolving Loans, repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Euro Rate Loans or Permitted Non-LIBOR-Based Alternate Currency Revolving Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the respective Minimum Borrowing Amount for the Type of such Loan, such Borrowing (x) in the case of Dollar Revolving Loans, shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and (y) in the case of Alternate Currency Revolving Loans, shall be repaid in full at the end of the then current Interest Period (or, in the case of Permitted Non-LIBOR-Based Alternate Currency Revolving Loans, at the end of the then current Non-LIBOR-Based Interest Period); (iii) no repayment of Bankers’ Acceptance Loans may be made prior to the maturity date of the related Bankers’ Acceptances; and (iv) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the respective Borrower as described in the preceding sentence, the Administrative Agent; provided that Agent shall, subject to the above, make such designation in its sole discretion. (c) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstanding Swingline Loans shall be repaid in full on the earlier of (x) the aggregate amount tenth Business Day following the incurrence of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time Swingline Loans and (y) any such cash and/or Cash Equivalents the Swingline Expiry Date, (ii) all then outstanding Competitive Bid Loans shall first be applied to repay any amounts owing to repaid in full on the respective Issuing Lender Competitive Bid Loan Maturity Date, (iii) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date and Bank Guaranty Issuer as described (iv) unless the Required Lenders otherwise agree, all then outstanding Loans shall be repaid in Section 2C.03 hereoffull on the date on which a Change of Control occurs. (id) In addition to If any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth belowRL Lender becomes a Defaulting Lender at any time that any Letter of Credit issued by an Issuing Bank is outstanding, the U.S. Borrower shall be required to repay that principal amount enter into the applicable Letter of Tranche B Term Loans, to Credit Back-Stop Arrangements with such Issuing Bank no later than 10 Business Days after the extent then outstanding, as is set forth opposite date such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), RL Lender becomes a “Tranche B Term Loan Scheduled Repayment”):Defaulting Lender.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such day principal of Swingline Loans and, after all Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Banks and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) the Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment (iii) If on December 1 of each year commencing on December 1, 1997, a Clean-Down Period shall not have occurred since January 30 of such year, the Borrower shall repay Revolving Loans and/or Swingline Loans in an amount necessary to reduce the aggregate outstanding principal amount of Revolving Loans and Swingline Loans to $50,000,000, which amount may not be exceeded until the Clean-Down Period for such year has ended. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01(a) and 4.02(k), a "Tranche A Term Loan Scheduled Repayment," and each such date, a "Tranche A Term Loan Scheduled Repayment Date"): Tranche A Term Loan Scheduled Repayment Date Amount ------------------------ ------ March 31, 1997 $ 1,250,000 June 30, 1997 $ 1,250,000 September 30, 1997 $ 1,250,000 December 31, 1997 $ 1,250,000 March 31, 1998 $12,500,000 June 30, 1998 $12,500,000 September 30, 1998 $12,500,000 December 31, 1998 $12,500,000 March 31, 1999 $16,000,000 June 30, 1999 $16,000,000 September 30, 1999 $16,000,000 December 31, 1999 $16,000,000 March 31, 2000 $18,500,000 June 30, 2000 $18,500,000 September 30, 2000 $18,500,000 December 31, 2000 $18,500,000 March 31, 2001 $22,250,000 June 30, 2001 $22,250,000 September 30, 2001 $22,250,000 December 31, 2001 $22,250,000 March 31, 2002 $23,500,000 June 30, 2002 $23,500,000 September 30, 2002 $23,500,000 Tranche A Term Loan Maturity Date $23,500,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 4.01(a) and 4.02(g4.02(k), a “"Tranche B Term Loan Scheduled Repayment”," and each such date, a "Tranche B Term Loan Scheduled Repayment Date," and the Tranche A Term Loan Scheduled Repayments and the Tranche B Term Loan Scheduled Repayments are collectively referred to as the "Scheduled Repayments"):

Mandatory Repayments and Commitment Reductions. (ai) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Lenders and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the WC Letter of Credit Outstandings and Bank Guaranty Outstandings on such date, exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, the Bermuda principal of Revolving Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of WC Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of WC Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Lenders hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (iii) On any day on which the aggregate amount of all PF Letter of Credit Outstandings exceeds the Total PF Letter of Credit Commitment at such time, the Borrower shall pay to the Administrative Agent at the Payment Office on such day an amount of cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the PF Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Letter of Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and the Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “Tranche B "Scheduled Repayment"): Scheduled Repayment Date Amount ------------------------ --------------- December 31, 2003 [$ 350,000 March 31, 2004 $ 350,000 June 30, 2004 $ 350,000 September 30, 2004 $ 350,000 December 31, 2004 $ 350,000 March 31, 2005 $ 350,000 June 30, 2005 $ 350,000 September 30, 2005 $ 350,000 December 31, 2005 $ 350,000 March 31, 2006 $ 350,000 June 30, 2006 $ 350,000 September 30, 2006 $ 350,000 December 31, 2006 $ 350,000 March 31, 2007 $ 350,000 June 30, 2007 $ 350,000 September 30, 2007 $ 350,000 December 31, 2007 $ 350,000 -31- Scheduled Repayment Date Amount ------------------------ -------------- March 31, 2008 $ 350,000 June 30, 2008 $ 350,000 September 30, 2008 $ 350,000 December 31, 2008 $ 350,000 March 31, 2009 $ 350,000 June 30, 2009 $ 350,000 September 30, 2009 $ 350,000 Term Loan Maturity Date $ 131,600,000] In the event that, on the Term Loan Commitment Termination Date, less than $[140,000,000]/2/ in aggregate principal amount of Term Loans have been incurred on or prior to such date, an amount equal to the remainder of $[140,000,000] less the aggregate principal amount of the Term Loans incurred on or prior to such date shall be applied to reduce the then remaining Scheduled Repayment”):Repayments on a pro rata basis (based upon the then remaining principal amount of such Scheduled Repayments after giving effect to all prior reductions thereto). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date upon which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that (I) (x) with respect to any such Net Sale Proceeds received by Holdings or any of its Subsidiaries after the Effective Date in connection with a Tractor Trailer Replacement, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and Holdings delivers an officer's certificate to the Administrative Agent on or prior to such date stating that (i) an amount equal to such Net Sale Proceeds has been used to purchase a replacement Tractor Trailer within 180 days prior to the date of receipt of such Net Sale Proceeds or (ii) such Net Sale Proceeds shall be used to purchase a replacement Tractor Trailer within 180 days following the date of receipt of such Net Sale Proceeds (which certificate shall set forth the amount of the proceeds so expended or the estimates of the proceeds to be so expended, as the case may be) and (y) in the case of any Tractor Trailer Replacement for which no replacement Tractor Trailer has been purchased prior to the disposition of the Tractor Trailer to be replaced pursuant to such Tractor Trailer Replacement, if all or any portion of such Net Sale Proceeds referred to in preceding clause (x)(ii) are not so used within such 180-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without regard to this proviso) and (II) with respect to no more than $10,000,000 in the aggregate of such Net Sale Proceeds received by Holdings or its Subsidiaries in any fiscal year of Holdings, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the ---------- /2/ To be finalized on the Initial Borrowing Date. extent that no Default or Event of Default then exists and Holdings delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 365 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); provided further, that (i) if all or any portion of such Net Sale Proceeds referred to in clause (II) of the immediately preceding proviso are not so used (or contractually committed to be used) within such 365 day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso) and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 365-day period referred to in clause (i) of this proviso because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above (without giving effect to the immediately preceding proviso). Notwithstanding the foregoing provisions of this Section 4.02(c), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayments or commitment reductions shall be required pursuant to the immediately preceding proviso appearing in this Section 4.02(c) until the date on which the aggregate Net Sale Proceeds from all Asset Sales not reinvested within the time periods specified by said proviso equals or exceeds $2,000,000. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from (i) any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) by Holdings or any of its Subsidiaries, (ii) any issuance of Preferred Stock by Holdings or any of its Subsidiaries (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (y) Qualified Preferred Stock) or (iii) any sale or issuance of capital stock or other Equity Interests by, or cash capital contributions to, any Subsidiary of Holdings (other than (x) issuances of common Equity Interests to Holdings or any other Subsidiary of Holdings and (y) cash capital contributions to any Subsidiary of Holdings by Holdings or any Subsidiary of Holdings), an amount equal to 100% of the Net Cash Proceeds of the respective incurrence of Indebtedness, issuance of Preferred Stock or Equity Interests or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). Notwithstanding the foregoing provisions of this Section 4.02(d), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment or commitment reduction shall be required pursuant to this Section 4.02(d) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(e) in the absence of the last sentence of said Section, equals or exceeds $2,000,000. (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common Equity Interests of (or cash capital contributions to) Holdings (other than (u) the Holdings Equity Financing, (v) issuances of Holdings Common Stock to management of Holdings and its Subsidiaries (including as a result of the exercise of any options with respect thereto) generating cash proceeds in an aggregate amount not to exceed $5,000,000 in any fiscal year of Holdings, (w) issuances of Holdings Common Stock as a result of the exercise of any warrants with respect thereto generating cash proceeds in an aggregate amount not to exceed $2.0 million, (x) any issuance of Holdings Common Stock or Qualified Preferred Stock, to the extent the proceeds therefrom are used to effect Permitted Acquisitions, (y) so long as no Default or Event of Default is then in existence, any issuance of Holdings Common Stock or Qualified Preferred Stock, to the extent the proceeds therefrom are used (I) to repurchase and/or redeem Existing 2006 Floating Rate Senior Subordinated Notes in accordance with the requirements of subclause (t) of the proviso appearing in Section 9.12(ii) and/or (II) to repay principal and accrued but unpaid interest on Existing 2006 Floating Rate Senior Subordinated Notes upon the final stated maturity thereof and (z) additional issuances of Holdings Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $5,000,000 in the aggregate), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that Net Cash Proceeds received by Holdings from additional sales or issuances of Holdings Common Stock or Qualified Preferred Stock shall not be required to be applied as a mandatory repayment (and/or commitment reduction, as the case may be) on the date of receipt thereof, to the extent that (x) no Default or Event of Default then exists and (y) Holdings delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used or contractually committed to be used to make Capital Expenditures and/or effect Permitted Acquisitions within 270 days following the date of receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if all or any portion of such Net Cash Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (ii) if all or any portion of such Net Cash Proceeds are not so used within such 270-day period referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above. Notwithstanding the foregoing provisions of this Section 4.02(e), so long as no Default or Event of Default shall have occurred and be continuing, no mandatory repayment and/or commitment reduction shall be required pursuant to this Section 4.02(e) until the date on which the sum of (x) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of this sentence plus (y) the Net Cash Proceeds required to be applied as mandatory repayments and/or commitment reductions pursuant to Section 4.02(d) in the absence of the last sentence in said Section, equals or exceeds $2,000,000. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than proceeds from any Excluded Recovery Event), an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Lenders pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i), provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds, together with other cash available to Holdings and its Subsidiaries and permitted to be spent by them on Capital Expenditur

Mandatory Repayments and Commitment Reductions. (a) If On any ---------------------------------------------- day on any date which the sum of (i) the aggregate outstanding principal amount of Tranche A Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made by Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings Outstanding as then in effect exceeds the Adjusted Total Credit-Linked Tranche A Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Tranche A Revolving Loans of Non- Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Tranche A Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Tranche A Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) On any day on which the aggregate outstanding principal amount of the Tranche A Revolving Loans made by any Defaulting Bank exceeds the Tranche A Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Tranche A Revolving Loans of such Defaulting Bank in an amount equal to such excess. On any day on which the aggregate outstanding principal amount of the Tranche B Revolving Loans made by any Defaulting Bank exceeds the Tranche B Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Tranche B Revolving Loans of such Defaulting Bank in an amount equal to such excess. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a "Tranche A Term Loan Scheduled Repayment," and each such date, a --------------------------------------- "Tranche A Term Loan Scheduled Repayment Date"): --------------------------------------------- Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in March, 1998 $ 250,000 Quarterly Payment Date in June, 1998 250,000 Quarterly Payment Date in Sept., 1998 250,000 Quarterly Payment Date in Dec., 1998 250,000 Quarterly Payment Date in March, 1999 250,000 Quarterly Payment Date in June, 1999 250,000 Quarterly Payment Date in Sept., 1999 250,000 Quarterly Payment Date in Dec., 1999 250,000 Quarterly Payment Date in March, 2000 250,000 Quarterly Payment Date in June, 2000 250,000 Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in Sept., 2000 250,000 Quarterly Payment Date in Dec., 2000 250,000 Quarterly Payment Date in March, 2001 250,000 Quarterly Payment Date in June, 2001 250,000 Quarterly Payment Date in Sept., 2001 250,000 Quarterly Payment Date in Dec., 2001 250,000 Quarterly Payment Date in March, 2002 250,000 Quarterly Payment Date in June, 2002 250,000 Quarterly Payment Date in Sept., 2002 250,000 Quarterly Payment Date in Dec., 2002 250,000 Quarterly Payment Date in March, 2003 5,000,000 Quarterly Payment Date in June, 2003 5,000,000 Quarterly Payment Date in Sept., 2003 5,000,000 Quarterly Payment Date in Dec., 2003 5,000,000 Quarterly Payment Date in March, 2004 12,500,000 Quarterly Payment Date in June, 2004 12,500,000 Quarterly Payment Date in Sept., 2004 12,500,000 Quarterly Payment Date in Dec., 2004 12,500,000 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “"Tranche B Term Loan Scheduled Repayment”):," and each such date, a --------------------------------------- "Tranche B Term Loan Scheduled Repayment Date"): --------------------------------------------- Tranche B Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------- Quarterly Payment Date in June, 1998 500,000 Quarterly Payment Date in Sept., 1998 500,000 Quarterly Payment Date in Dec., 1998 500,000 Quarterly Payment Date in March, 1999 500,000 Quarterly Payment Date in June, 1999 500,000 Quarterly Payment Date in Sept., 1999 500,000 -26- Tranche B Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in Dec., 1999 500,000 Quarterly Payment Date in March, 2000 500,000 Quarterly Payment Date in June, 2000 500,000 Quarterly Payment Date in Sept., 2000 500,000 Quarterly Payment Date in Dec., 2000 500,000 Quarterly Payment Date in March, 2001 500,000 Quarterly Payment Date in June, 2001 500,000 Quarterly Payment Date in Sept., 2001 500,000 Quarterly Payment Date in Dec., 2001 500,000 Quarterly Payment Date in March, 2002 500,000 Quarterly Payment Date in June, 2002 500,000 Quarterly Payment Date in Sept., 2002 500,000 Quarterly Payment Date in Dec., 2002 500,000 Quarterly Payment Date in March, 2003 500,000 Quarterly Payment Date in June, 2003 500,000 Quarterly Payment Date in Sept., 2003 500,000 Quarterly Payment Date in Dec., 2003 500,000 Quarterly Payment Date in March, 2004 500,000 Quarterly Payment Date in June, 2004 500,000 Quarterly Payment Date in Sept., 2004 500,000 Quarterly Payment Date in Dec., 2004 500,000 Quarterly Payment Date in March, 2005 500,000 Quarterly Payment Date in June, 2005 186,000,000

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all Revolving Loans made by Non-Defaulting Banks plus the Letter of Credit Outstandings and Bank Guaranty Outstandings on such day exceeds the Adjusted Total Credit-Linked Available Revolving Loan Commitment as then in effect, the U.S. Borrower or shall repay on such date the Bermuda Borrower (as determined by principal of Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) repayment of all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Available Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xii) On any day on which the aggregate outstanding principal amount of cash and/or Cash Equivalents paid the Revolving Loans made by any Defaulting Bank exceeds the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof.Available Revolving Loan (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B A Term Loans, to the extent then outstanding, as is set forth below opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02 (j), a “Tranche B an "A Term Loan Scheduled Repayment”," and each such date, an "A Term Loan Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made by Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings Outstanding as then in effect exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such date the principal of Swingline Loans and, if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02, a "Tranche A Term Loan Scheduled Repayment," and each such date, a "Tranche A Term Loan Scheduled Repayment Date"): Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in March 2003 1,250,000.00 Quarterly Payment Date in June 2003 1,250,000.00 Quarterly Payment Date in September 2003 1,250,000.00 Quarterly Payment Date in December 2003 1,250,000.00 Quarterly Payment Date in March 2004 1,250,000.00 Quarterly Payment Date in June 2004 1,250,000.00 Quarterly Payment Date in September 2004 1,250,000.00 Quarterly Payment Date in December 2004 1,250,000.00 Quarterly Payment Date in March 2005 1,250,000.00 Quarterly Payment Date in June 2005 1,250,000.00 Quarterly Payment Date in September 2005 1,250,000.00 Tranche A Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in December 2005 1,250,000.00 Quarterly Payment Date in March 2006 1,875,000.00 Quarterly Payment Date in June 2006 1,875,000.00 Quarterly Payment Date in September 2006 1,875,000.00 Quarterly Payment Date in December 2006 1,875,000.00 Quarterly Payment Date in March 2007 1,875,000.00 Quarterly Payment Date in June 2007 1,875,000.00 Quarterly Payment Date in September 2007 1,875,000.00 Quarterly Payment Date in December 2007 0.00 Tranche A Term Loan Maturity Date 1,875,000.00 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g)4.02, a “"Tranche B Term Loan Scheduled Repayment”):," and each such date, a "Tranche B Term Loan Scheduled Repayment Date"): Tranche B Term Loan Scheduled Repayment Date Amount -------------------------------------------- ------ Quarterly Payment Date in June 2002 1,250,000.00 Quarterly Payment Date in December 2002 1,250,000.00 Quarterly Payment Date in June 2003 1,250,000.00 Quarterly Payment Date in December 2003 1,250,000.00 Quarterly Payment Date in June 2004 1,250,000.00 Quarterly Payment Date in December 2004 1,250,000.00 Quarterly Payment Date in June 2005 1,250,000.00 Quarterly Payment Date in December 2005 1,250,000.00 Quarterly Payment Date in June 2006 1,250,000.00 Quarterly Payment Date in December 2006 1,250,000.00 Quarterly Payment Date in June 2007 6,250,000.00 Quarterly Payment Date in December 2007 6,250,000.00 Quarterly Payment Date in June 2008 6,250,000.00 Quarterly Payment Date in December 2008 6,250,000.00 Tranche B Term Loan Maturity Date 212,500,000.00 (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which the Spinoff Guarantor, the Borrower or any of its Subsidiaries receives any proceeds from any incurrence by the Spinoff Guarantor, the Borrower or any of its Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred in accordance with clauses (a) through (g) and (i) through (m) of Section 9.04), an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal and other professional fees and expenses) of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, the proceeds of any Indebtedness incurred in accordance with Section 9.04(h) shall not be required to be so applied on such date to the extent that such proceeds are used to (x) consummate a Permitted Acquisition within 90 days after the receipt of such proceeds, (y) refinance Indebtedness previously incurred in accordance with Section 9.04(h) or (z) repay outstanding Revolving Loans in an amount equal to the lesser of (I) the amount of cash consideration paid or payable in respect of all Permitted Acquisitions consummated since the Effective Date minus the amount of Indebtedness incurred in accordance with Section 9.04(h) to effect such Permitted Acquisitions and (II) the aggregate amount of Revolving Loans outstanding on the date of the incurrence of such Indebtedness. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives proceeds (including all Release Payments) from any sale of assets (including capital stock and securities held thereby and the capital stock and/or assets of the Spinoff Guarantor prior to the Spinoff Guarantor Release Event, but excluding (i) sales or transfers of inventory or equipment in the ordinary course of business (including, without limitation, sales or transfers of inventory or equipment to Subsidiaries), (ii) the sale or other disposition of obsolete equipment or inventory, (iii) the sale of overdue receivables or liquidation or sale of Cash Equivalents in the ordinary course of business, (iv) sales of assets between the Borrower and Subsidiary Guarantors and/or sales of assets between Subsidiary Guarantors and (v) sales or transfers of assets up to an aggregate amount of $1,000,000 in any fiscal year, in each case to the extent permitted by Section 9.02) an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, (x) up to an aggregate of $15,000,000 of Net Sale Proceeds (other than in respect of any Release Payments) in any fiscal year shall not be required to be so applied on the date of receipt thereof to the extent that the Borrower has delivered a certificate to the Administrative Agent within 15 days following such date stating that such Net Sale Proceeds shall be reinvested or shall be committed to be reinvested in the Business within 180 days following such date (and to the extent the asset sold constituted Collateral, the assets in which such Net Sales Proceeds are reinvested shall be pledged as Collateral pursuant to the appropriate Security Documents); and provided, further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of Term Loans pursuant to the preceding proviso are either (a) not so used or committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds or (b) if committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds and not so used within 270 days after the date of receipt of such Net Sale Proceeds, then, in either such case, such remaining portion not used or committed to be used in the case of the preceding clause (a) and not used in the case of the preceding clause (b) shall be applied on the date which is 180 days after the date of receipt of such Net Sale Proceeds in the case of clause (a) above or the date occurring 270 days after the date of receipt of such Net Sale Proceeds in the case of clause (b) above as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m); and (y) any amount of Net Cash Proceeds in excess of any Release Payments received in connection with the Spinoff Guarantor Release Event shall not be required to be so applied. (g) In addition to any other mandatory repayments pursuant to this Section 4.02, on the date on which the Spinoff Guarantor, the Borrower or any of the Borrower's Subsidiaries receives any cash payments (net of any reasonable costs associated therewith, including income, excise and other taxes payable thereon) from any return of surplus assets from any Pension Plan in an amount equal to 100% of such net amount shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m). (h) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount, if positive, equal to 50% of Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m). (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the net proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such Recovery Event including any amounts paid by the Borrower in connection with self-insurance payments or obligations but excluding proceeds of business interruption insurance) shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k) and (l); provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds is at least equal to 90% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, and (c) the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(i) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b), then the entire amount and not just the portion in excess of $5,000,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent); provided, further, that at any time while an Event of Default has occurred and is continuing (other than an Event of Default existing solely as a result of the violation of any or all of Sections 9.08, 9.09 and 9.10, but in each case only if, and to the extent, that the violation of said covenant has occurred as a result of the underlying event giving rise to the Recovery Event), the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to Section 7.4 of the Security Agreement; and provided, further, that if all or any portion of such proceeds not required to be applied to the repayment of Term Loans pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 180 days after the date of the respective Recovery Event or (B) if committed to be used within 180 days after the date of receipt of such proceeds and not so used within 270 days after the date of the respective Recovery Event, then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date which is 270 days after the date of the receipt of proceeds from the respective Recovery Event in the case of clause (A) above or the date occurring 270 days after the date of the receipt of proceeds from the respective Recovery Event in the case of clause (B) above as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Sections 4.02(k), (l) and (m). (j) In addition to any other mandatory repayments pursuant to this Section 4.02, on each date after the Effective Date upon which any of the Borrower or any of its Subsidiaries receives any proceeds in cash or Cash Equivalents (other than any Release Payments) from any capital contribution or sale or issuance of its equity from any Person (other than (x) Holdings to the extent such proceeds are from a capital contribution from or sale or issuance of Holdings equity to GTCR or (y) Borrower or its Subsidiaries), an amount equal to 50% of the net proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal and other professional fees and expenses) of such capital contribution or sale or issuance of its equity shall be applied as a mandatory repayment of principal of outstanding Term Loans in accordance with the requirements of Section 4.02(k), (l) and (m); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, the proceeds from any capital contribution or sale or issuance of such equity shall not be required to be so applied on such date to the extent that such pro

Mandatory Repayments and Commitment Reductions. (ai) If on ---------------------------------------------- any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the Bermuda prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Agent shall hold such pay ment as security for the obligations of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions reduc tions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “Tranche B Term Loan "Scheduled Repayment”):"): Scheduled Repayment Date Amount ------------------------ ------ March 31, 1998 $ 125,000 June 30, 1998 $ 125,000 September 30, 1998 $ 125,000 December 31, 1998 $ 125,000 March 31, 1999 $ 125,000 June 30, 1999 $ 125,000 September 30, 1999 $ 125,000 December 31, 1999 $ 125,000 March 31, 2000 $ 125,000 June 30, 2000 $ 125,000 September 30, 2000 $ 125,000 December 31, 2000 $ 125,000 March 31, 2001 $ 125,000 June 30, 2001 $ 125,000 September 30, 2001 $ 125,000 December 31, 2001 $ 125,000 March 31, 2002 $ 125,000 June 30, 2002 $ 125,000 September 30, 2002 $ 125,000 December 31, 2002 $ 125,000 March 31, 2003 $ 125,000 June 30, 2003 $ 125,000 Final Maturity Date $47,250,000 (c) In addition to any other mandatory repayments or commitment reduc tions pursuant to this Section 4.02, on each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that (I)(x) with respect to any such Net Sale -------- Proceeds received by the Borrower or any of its Subsidiaries in connection with a Healthcare Unit Replacement, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating that (i) an amount equal to such Net Sale Proceeds has been used to purchase a replacement Healthcare Unit within 180 days prior to the date of receipt of such Net Sale Proceeds or (ii) such Net Sale Proceeds shall be used to purchase a replacement Healthcare Unit within 180 days following the date of receipt of such Net Sale Proceeds (which certificate shall set forth the amount of the proceeds so expended or the estimates of the proceeds to be so expended, as the case may be) and (y) in the case of any Healthcare Unit Replacement for which no replacement Healthcare Unit has been purchased prior to the disposition of the Healthcare Unit to be replaced pursuant to such Healthcare Unit Replacement, if all or any portion of such Net Sale Proceeds referred to in preceding clause (x) (ii) are not so used within such 180-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (II)(x) with respect to no more than $2,500,000 in the aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not give rise to a mandatory repayment (and/or commitment reduction, as the case may be) on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this clause (II)(y) because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above. (d) In addition to any other mandatory repayments or commitment reduc tions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Effective Date) or issuance of Preferred Stock (other than (x) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions, (y) Qualified Preferred Stock and (z) PIK Preferred Stock issued on the Initial Borrowing Date in accordance with the requirements of Section 5.08) by the Borrower or any of its Subsidiaries, an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). (e) In addition to any other mandatory repayments or commitment reduc tions pursuant to this Section 4.02, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of Qualified Preferred Stock or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received from (v) the Common Equity Issuance, (w) issuances of Borrower Common Stock to management of the Borrower and its Subsidiaries (including as a result of the exercise of any options with respect thereto) in an aggregate amount not to exceed $2,500,000 in any fiscal year of the Borrower, (x) equity contributions to any Subsidiary of the Borrower made by the Borrower or any other Subsidiary of the Borrower, (y) any issuance of Qualified Preferred Stock or Borrower Common Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (z) additional issuances of Borrower Common Stock and Qualified Preferred Stock, to the extent that the aggregate proceeds excluded pursuant to this clause (z) after the Effective Date do not exceed $2,500,000), an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective equity issuance or capital contribution shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that Net Cash Proceeds -------- received by the Borrower from additional sales or issuances of Borrower Common Stock or Qualified Preferred Stock shall not be required to be applied as a mandatory repayment (and/or commitment reduction, as the case may be) on the date of receipt thereof, to the extent that (x) no Default or Event of Default then exists and (y) the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Cash Proceeds shall be used or contractually committed to be used to make Capital Expenditures (including, without limitation, Permitted Acquisitions) within 270 days following the date of receipt of such Net Cash Proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if ---------------- all or any portion of such Net Cash Proceeds are not so used (or contractually committed to be used) within such 270-day period, such remaining portion shall be applied on the last day of such period as a mandatory repayment and/or commitment reduction as provided above and (ii) if all or any portion of such Net Cash Proceeds are not so used within such 270- day period referred to in clause (i) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, such remaining portion shall be applied on the date of such termination or expiration as a mandatory repayment and/or commitment reduction as provided above. (f) In addition to any other mandatory repayments or commitment reduc tions pursuant to this Section 4.02, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from Recovery Events in an amount less than $1,000,000 per Recovery Event), an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and ex penses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event) shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i); provided that (x) -------- so long as no Default or Event of Default then exists and such proceeds do not exceed $2,500,000, such proceeds shall not be required to be so applied on such date to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $2,500,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(f) in the form des cribed in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Agent such evidence as the Agent may reasonably request in form and substance reasonably satisfactory to the Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $2,500,000 shall be deposited with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Agent), provided further ---------------- that at any time while an Event of Default has occurred and is continuing, the Required Banks may direct the Agent (in which case the Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Security Agreement, and provided further, that if all or any portion of ---------------- such proceeds not required to be applied as a mandatory repayment and/or commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date occurring 360 days after the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respec tive Recovery Event in the case of clause (B) above as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). (g) In addition to any other mandatory repayments or commitment reduc tions pursuant to this Section 4.02, on each Excess Cash Flow Payment Date, an amount equal to the Applicable Excess Cash Flow Percentage of the Adjusted Excess Cash Flow for the relevant Excess Cash Flow Payment Period shall be applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Sections 4.02(h) and (i). (h) Each amount required to be applied pursuant to Sections 4.02(c), (d), (e), (f) and (g) in accordance with this Section 4.02(h) shall be applied (i) first, to repay the outstanding

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings the Loans made by Non-Defaulting Banks exceeds the Adjusted Total Credit-Linked Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office shall prepay on such date day all Loans of Non-Defaulting Banks in an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Loans made by any Defaulting Bank exceeds the Commitment of such Defaulting Bank, the Borrower shall prepay on such day principal of Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.023.02, on each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Wholly-Owned Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 of the Existing Credit Agreement as in effect on the Effective Date (except for (i) the incurrence of New Subordinated Notes pursuant to Section 9.04(vi) of the Existing Credit Agreement, the proceeds of which are required to be applied as set forth belowin this Section 3.02(b) and (ii) Indebtedness of Snorkel Elevating Work Platforms Limited and/or Snorkel Elevating Work Platforms Pty Limited under the Snorkel Revolver, the U.S. proceeds of which are required to be applied as set forth in this Section 3.02(b), provided that in no event shall the Total Commitment be reduced to less than $20,000,000 as a result of the entering into of the Snorkel Revolver)), an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Loans (and/or, if the Total Commitment has not yet been terminated, as a mandatory reduction to the Total Commitment, subject to the proviso of clause (ii) of this Section 3.02(b)) in accordance with the requirements of Sections 3.02(f) and (g). (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 3.02, on each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds from the respective Asset Sale shall be applied as a mandatory repayment of principal of outstanding Loans (and/or, if the Total Commitment has not yet been terminated, as a mandatory reduction to the Total Commitment) in accordance with the requirements of Sections 3.02(f) and (g), provided that, so long as no Default or Event of Default then exists, up to $2,000,000 in the aggregate in any fiscal year of the Borrower of Net Sale Proceeds from Asset Sales may be used or contractually committed to be used to purchase like assets pursuant to Section 9.07(b) of the Existing Credit Agreement within 180 days following the date of the respective Asset Sale (and the Net Sale Proceeds therefrom shall not be required to be applied on the date of receipt of such Net Sale Proceeds pursuant to this Section 3.02(c)) so long as the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase like assets within 180 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended) and provided further, that (1) if all or any portion of such Net Sale Proceeds are not so reinvested in like assets within such 180 day period or contractually committed to be so reinvested within such 180-day period, 100% of such remaining portion shall be applied on the last day of such applicable period as a mandatory repayment of principal of outstanding Loans as provided above in this Section 3.02(c) without regard to the immediately preceding proviso and (2) if all or any portion of such Net Sale Proceeds are not required to be applied on the 180th day referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied within ten days of the date of such termination or expiration as a mandatory repayment of principal of outstanding Loans as provided in this Section 3.02(c) without regard to the immediately preceding proviso. (d) In addition to any other mandatory repayments pursuant to this Section 3.02, on each Excess Cash Payment Date, an amount equal to 50% of the Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Loans (and/or, if the Total Commitment has not yet been terminated, as a mandatory reduction to the Total Commitment) in accordance with the requirements of Sections 3.02(f) and (g). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 3.02, within five days following each date on or after the Effective Date upon which the Borrower or any of its Wholly-Owned Subsidiaries receives any cash proceeds from any Recovery Event in excess of $250,000 in the aggregate in any fiscal year of the Borrower from all Recovery Events, an amount equal to 100% of the Net Insurance Proceeds of such Recovery Event shall be applied as a mandatory repayment of principal of outstanding Loans (and/or, if the Total Commitment has not yet been terminated, as a mandatory reduction to the Total Commitment) in accordance with the requirements of Sections 3.02(f) and (g), provided that, so long as no Default or Event of Default then exists, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be contractually committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of the receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such proceeds not required to be applied to the repayment of outstanding Loans (and/or as a reduction to the Total Commitment) are not so used or contractually committed to be used within 180 days after the date of the receipt of such proceeds, then such remaining portion not used or contractually committed to be used shall be applied on the date which is the 180th day after the date of the receipt of such proceeds as a mandatory repayment of principal of outstanding Loans as provided above in this Section 3.02(e) without regard to the immediately preceding proviso and (2) if all or any portion of such proceeds are not required to be applied on the 180th day referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, then such remaining portion shall be applied within ten days of the date of such termination or expiration as a mandatory repayment of principal of outstanding Loans as provided in this Section 3.02(e) without regard to the immediately preceding proviso. (f) With respect to each repayment of Loans required by this Section 3.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (g) Each amount required to be applied to repay that Loans pursuant to Sections 3.02(b) through (e), inclusive, shall be applied to repay the outstanding principal amount of Tranche B Term Loans, the Loans (with a corresponding reduction to the Total Commitment subject to the proviso of clause (ii) of Section 3.02(b)). To the extent the amount of any mandatory repayment exceeds the aggregate principal amount of Loans then outstanding, as is set forth opposite such date excess shall be applied to reduce the Total Commitment subject to the proviso of clause (each such repaymentii) of Section 3.02(b). (h) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, as all then outstanding Loans shall be repaid in full on the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Maturity Date.

Mandatory Repayments and Commitment Reductions. (ai) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the Bermuda prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h), a "Tranche A Term Loan Scheduled Repayment"): Tranche A Scheduled Repayment Date Amount ---------------------------------- ------ March 31, 1998 $175,000 June 30, 1998 $175,000 September 30, 1998 $175,000 December 31, 1998 $175,000 March 31, 1999 $175,000 June 30, 1999 $175,000 September 30, 1999 $175,000 December 31, 1999 $175,000 March 31, 2000 $175,000 June 30, 2000 $175,000 September 30, 2000 $175,000 December 31, 2000 $175,000 March 31, 2001 $175,000 June 30, 2001 $175,000 September 30, 2001 $175,000 December 31, 2001 $175,000 March 31, 2002 $175,000 June 30, 2002 $175,000 September 30, 2002 $175,000 December 31, 2002 $175,000 March 31, 2003 $175,000 June 30, 2003 $175,000 Tranche A Term Loan Maturity Date $ 66,150,000 (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “"Tranche B Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If on any date the sum of (x) the aggregate outstanding principal amount of Revolving Loans made by Non-Defaulting Banks and Swingline Loans (after giving effect to all other repayments thereof on such date) and (y) the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall repay on such date the principal of Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If, after giving effect to the Bermuda prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Banks, the aggregate amount of Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount of Letter of Credit Outstandings at such time) and the Administrative Agent shall hold such payment as security for the obligations of the Borrower to Non-Defaulting Banks hereunder pursuant to a cash collateral agreement to be entered into in Dollars form and substance reasonably satisfactory to the Administrative Agent. (ii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(h), a "Tranche A Term Loan Scheduled Repayment"): Tranche A Scheduled Repayment Date Amount ---------------------------------- ------ September 30, 1998 $175,000 December 31, 1998 $175,000 March 31, 1999 $175,000 June 30, 1999 $175,000 September 30, 1999 $175,000 December 31, 1999 $175,000 March 31, 2000 $175,000 June 30, 2000 $175,000 September 30, 2000 $175,000 December 31, 2000 $175,000 March 31, 2001 $175,000 June 30, 2001 $175,000 September 30, 2001 $175,000 December 31, 2001 $175,000 March 31, 2002 $175,000 June 30, 2002 $175,000 September 30, 2002 $175,000 December 31, 2002 $175,000 March 31, 2003 $175,000 June 30, 2003 $175,000 Tranche A Term Loan Maturity Date $66,150,000 ----------- (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(h), a “"Tranche B Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the sum of (i) the aggregate outstanding principal amount of Revolving Loans and Swingline Loans (after giving effect to all other repayments thereof on such date) made by Non-Defaulting Banks plus (ii) the Letter of Credit Outstandings and Bank Guaranty Outstandings Outstanding as then in effect exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such date the principal of Swingline Loans and, if no Swingline Loans are or remain outstanding, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the U.S. Borrower) (subject to clause (x) aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall upon prior written notice from such Defaulting Bank prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (c) [Reserved] (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B B-1 Term Loans, to the extent then outstanding, as is set forth opposite such date under the heading “Initial Amount” if the Second Draw Tranche B-1 Term Loans are not made and under the heading “Total Amount” if the Second Draw Tranche B-1 Term Loans are made on the Second Draw Date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g)4.02, a “Tranche B B-1 Term Loan Scheduled Repayment,” and each such date, a “Tranche B-1 Term Loan Scheduled Repayment Date”):): Tranche B-1 Term Loan Scheduled Repayment Date Initial Amount Amount** Quarterly Payment Date in March 2006 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in June 2006 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in September 2006 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in December 2006 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in March 2007 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in June 2007 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in September 2007 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in December 2007 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in March 2008 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in June 2008 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in September 2008 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in December 2008 $ 575,000.00 $ 575,000.00 Quarterly Payment Date in March 2009 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in June 2009 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in September 2009 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in December 2009 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in March 2010 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in June 2010 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in September 2010 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in December 2010 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in March 2011 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in June 2011 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in September 2011 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in December 2011 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in March 2012 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in June 2012 $ 575,000.00 $ 1,425,000.00 Quarterly Payment Date in September 2012 $ 575,000.00 $ 1,425,000.00 Tranche B-1 Term Loan Maturity Date $ 214,475,000.00 $ 541,725,000.00 ** In the event that the Second Draw Tranche B-1 Term Loans actually made are less than the aggregate Second Draw Tranche B-1 Term Loan Commitments in effect on the Amendment Effective Date, then each Tranche B-1 Term Loan Scheduled Repayment, beginning with the Quarterly Payment Date in March 2009 through and including the Tranche B-1 Term Loan Maturity Date, shall be reduced on a pro rata basis to give effect to the lower Second Draw Tranche B-1 Term Loans actually made. (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Original Effective Date upon which the Borrower or any of its Subsidiaries receives any proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness (other than Indebtedness permitted to be incurred in accordance with clauses (a) through (g) and (i) through (n) of Section 9.04), an amount equal to 100% of the cash proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal and other professional fees and expenses) of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, the proceeds of any Indebtedness incurred in accordance with Section 9.04(h) shall not be required to be so applied on such date to the extent that such proceeds are used to (x) consummate a Permitted Acquisition within 90 days after the receipt of such proceeds, (y) refinance Indebtedness previously incurred in accordance with Section 9.04(h) or (z) repay outstanding Revolving Loans in an amount equal to the lesser of (I) the amount of cash consideration paid or payable in respect of all Permitted Acquisitions consummated since the Effective Date minus the amount of Indebtedness incurred in accordance with Section 9.04(h) to effect such Permitted Acquisitions and (II) the aggregate amount of Revolving Loans outstanding on the date of the incurrence of such Indebtedness. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Original Effective Date upon which the Borrower or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of inventory or equipment in the ordinary course of business (including, without limitation, sales or transfers of inventory or equipment to Subsidiaries), (ii) the sale or other disposition of obsolete equipment or inventory, (iii) the sale of overdue receivables or liquidation or sale of Cash Equivalents in the ordinary course of business, (iv) sales of assets between the Borrower and Subsidiary Guarantors and/or sales of assets between Subsidiary Guarantors and (v) sales or transfers of assets up to an aggregate amount of $1,000,000 in any fiscal year, in each case to the extent permitted by Section 9.02), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, up to an aggregate of $15,000,000 of Net Sale Proceeds in any fiscal year shall not be required to be so applied on the date of receipt thereof to the extent that the Borrower has delivered a certificate to the Administrative Agent within 15 days following such date stating that such Net Sale Proceeds shall be reinvested or shall be committed to be reinvested in the Business within 180 days following such date (and to the extent the asset sold constituted Collateral, the assets in which such Net Sales Proceeds are reinvested shall be pledged as Collateral pursuant to the appropriate Security Documents); and provided, further, that if all or any portion of such Net Sale Proceeds not required to be applied to the repayment of Term Loans pursuant to the preceding proviso are either (a) not so used or committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds or (b) if committed to be so used within 180 days after the date of receipt of such Net Sale Proceeds and not so used within 270 days after the date of receipt of such Net Sale Proceeds, then, in either such case, such remaining portion not used or committed to be used in the case of the preceding clause (a) and not used in the case of the preceding clause (b) shall be applied on the date which is 180 days after the date of receipt of such Net Sale Proceeds in the case of clause (a) above or the date occurring 270 days after the date of receipt of such Net Sale Proceeds in the case of clause (b) above as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l). (g) [RESERVED]. (h) In addition to any other mandatory repayments pursuant to this Section 4.02, on each Excess Cash Payment Date, an amount, if positive, equal to 50% of Excess Cash Flow for the relevant Excess Cash Payment Period shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l). (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within 10 days following each date after the Original Effective Date on which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the net proceeds of such Recovery Event (net of reasonable costs and taxes incurred in connection with such Recovery Event including any amounts paid by the Borrower in connection with self-insurance payments or obligations but excluding proceeds of business interruption insurance) shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l); provided that (x) so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000, such proceeds shall not be required to be so applied on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 180 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds is at least equal to 90% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably request, and (c) the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(i) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b), then the entire amount and not just the portion in excess of $5,000,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent); provided, further, that at any time while an Event of Default has occurred and is continuing (other than an Event of Default existing solely as a result of the violation of any or all of Sections 9.08, 9.09 and 9.10, but in each case only if, and to the extent, that the violation of said covenant has occurred as a result of the underlying event giving rise to the Recovery Event), the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to Section 7.4 of the Security Agreement; and provided, further, that if all or any portion of such proceeds not required to be applied to the repayment of Tranche B-1 Term Loans pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 180 days after the date of the respective Recovery Event or (B) if committed to be used within 180 days after the date of receipt of such proceeds and not so used within 270 days after the date of the respective Recovery Event, then, in either such case, such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) shall be applied on the date which is 270 days after the date of the receipt of proceeds from the respective Recovery Event in the case of clause (A) above or the date occurring 270 days after the date of the receipt of proceeds from the respective Recovery Event in the case of clause (B) above as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Sections 4.02(k) and (l). (j) In addition to any other mandatory repayments pursuant to this Section 4.02, solely to the extent the Merger Event has not been consummated on or before June 19, 2006, on each date on or after June 19, 2006, upon which any of the Borrower or any of its Subsidiaries receives any proceeds in cash or Cash Equivalents from any capital contribution from or sale or issuance of its equity to any Person (other than (x) Holdings to the extent such proceeds are from a capital contribution from the sale or issuance of equity by any direct or indirect parent of the Borrower to GTCR or (y) the Borrower or its Subsidiaries), an amount equal to 50% of the net proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal and other professional fees and expenses) of such capital contribution or sale or issuance of its equity shall be applied as a mandatory repayment of principal of outstanding Tranche B-1 Term Loans in accordance with the requirements of Section 4.02(k) and (l); provided that, in addition to the exceptions set forth above, so long as no Default or Event of Default then exists, the proceeds from any capital contribution or sale or issuance of such equity shall not be required to be so applied on such date to the extent such proceeds are used to consummate a Permitted Acquisition. Notwithstanding anything to the contrary, no mandatory prepayments shall be required under this Section 4.02(j) at any time on or after the consummation of the Merger Event. (k) Any amount required to be applied to Tranche B-1 Term Loans pursuant to Sections 4.02(e), (f), (h), (i) and (j) shall be applied to repay the outstanding principal amount of Tranche B-1 Term Loans then outstanding and, if no Tranche B-1 Term Loans remain outstanding, all such amounts shall be applied to repay outstanding borrowings under the Revolving Loans. The amount of each principal repayment of Tranche B-1 Term Loans made as required by Section 4.02(e), (f), (h), (i) and (j) shall be applied to reduce the then remaining Scheduled Repayments of Tranche

Mandatory Repayments and Commitment Reductions. (a) (i) If on any date the Aggregate Multicurrency Facility RL Exposure exceeds the Total Multicurrency Facility Revolving Loan Commitment as then in effect, the Bermuda Borrower shall prepay on such date the principal of outstanding Multicurrency Facility Swingline Loans and/or the principal of outstanding Multicurrency Facility Revolving Loans in an amount (in the case of payments made with respect to Euro Denominated Loans, taking the Dollar Equivalent of the amounts paid in Euros in which payments on such Loans are owing) equal to such excess. If, after giving effect to the prepayment of all outstanding Multicurrency Facility Swingline Loans and Multicurrency Facility Revolving Loans, the aggregate amount of all the Multicurrency Facility Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Multicurrency Facility Revolving Loan Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents (in Dollars or in the respective currencies in which the Multicurrency Facility Letter of Credit Outstandings or Bank Guaranty Outstandings are denominated) equal to the amount of such excessexcess (up to a maximum amount equal to the sum of the Multicurrency Facility Letter of Credit Outstandings and Bank Guaranty Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Bermuda Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Commitment of such Defaulting Lender, the Borrower shall prepay principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the fifth Business Day after each date set forth belowafter the Effective Date upon which Holdings or any of its Subsidiaries consummates any Asset Sale, the U.S. Borrower Total Commitment shall be permanently reduced by an amount equal to 100% of the Net Sale Proceeds therefrom in accordance with the requirements of Section 4.02(c), provided that the Total Commitment shall not be required to repay that principal amount be so reduced by any Net Sale Proceeds received by Holdings or any of Tranche B Term Loans, its Subsidiaries in connection with any Asset Sale within such five Business Days to the extent then outstanding, as is set forth opposite the Borrower has delivered a Reinvestment Notice to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be reinvested or shall be committed to be reinvested (a "Reinvestment Election") in equipment or other assets useful in a Permitted Business (including capital stock or other equity interests of a Person engaged in such business) (each a "Reinvestment Asset" and collectively, the "Reinvestment Assets") within 18 months following the date of receipt of such repaymentNet Sale Proceeds and provided further, that if all or any portion of such Net Sale Proceeds referred to in the preceding proviso are not so used within the 18-month period following the date of the receipt of such Net Sale Proceeds, such remaining portion shall be applied on the last day of such period as a permanent reduction of the same may be reduced Total Commitment as provided above in Sections 4.01 this Section 4.02(b) without regard to the immediately preceding proviso. The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if (x) no Default or Event of Default exists and 4.02(g)(y) the Borrower delivers a Reinvestment Notice to the Administrative Agent within three Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Sale Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (c) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Borrowing with Interest Periods ending on such date of required repayment and all Base Rate Loans made pursuant to such Borrowing have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a “Tranche B Term Loan Scheduled Repayment”):single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (ii) all other then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the aggregate outstanding principal amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings Loans (after giving effect to all other repayments thereof on such date) exceeds the Total Credit-Linked Commitment as then in effectat such time, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office shall prepay on such date day the principal of Loans in an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.023.02, on each date set forth belowon or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Loans and/or as a mandatory reduction to the Total Commitment or in accordance with the requirements of Sections 3.02(d) and (e); (c) In addition to any other mandatory repayments pursuant to this Section 3.02, on each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment of principal of outstanding Loans and/or as a mandatory reduction to the Total Commitment in accordance with the requirements of Sections 3.02(d) and (e). (d) Each amount required to be applied to outstanding Loans and/or the Total Commitment pursuant to Sections 3.02(b) and (c) shall be applied (1) first, as a mandatory prepayment of outstanding Loans pro rata until all such Loans have been repaid in full and (2) second, to reduce the Commitment in the amount of such prepayment. (e) With respect to each repayment of Loans required by this Section 3.02, the U.S. Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 3.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be required converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to repay that principal amount a Borrowing shall be applied pro rata among such Loans. In the absence of Tranche B Term Loansa designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the extent above, make such designation in its sole discretion. (f) Notwithstanding anything to the contrary contained in this Agreement or in any other Credit Document, (i) all then outstandingoutstanding Loans shall be repaid in full on the Maturity Date, as is set forth opposite such and (ii) unless, the Required Lenders otherwise agree, all then outstanding Loans shall be repaid in full on the date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), on which a “Tranche B Term Loan Scheduled Repayment”):Change of Control occurs.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect minus the Foreign Loan Amount then in effect, the Borrower shall prepay principal of Swingline Loans and, after the Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of all the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a "Tranche A Scheduled Repayment," and each such date, a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ March 31, 1999 $1,250,000 June 30, 1999 $1,250,000 September 30, 1999 $1,250,000 December 31, 1999 $1,250,000 March 31, 2000 $1,875,000 June 30, 2000 $1,875,000 September 30, 2000 $1,875,000 December 31, 2000 $1,875,000 March 31, 2001 $1,875,000 June 30, 2001 $1,875,000 September 30, 2001 $1,875,000 December 31, 2001 $1,875,000 March 31, 2002 $3,125,000 June 30, 2002 $3,125,000 September 30, 2002 $3,125,000 December 31, 2002 $3,125,000 Tranche A Scheduled Repayment Date Amount ------------------------ ------ March 31, 2003 $3,125,000 June 30, 2003 $3,125,000 September 30, 2003 $3,125,000 December 31, 2003 $3,125,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “"Tranche B Term Loan Scheduled Repayment”," and each such date, a "Tranche B Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (a) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such date the Bermuda Borrower (as determined by principal of Swingline Loans and after the U.S. Borrower) (subject Swingline Loans have been repaid in full, the principal of Revolving Loans in an amount equal to clause (x) such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guarantyunder Section 2.04(a) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided . So long as no Default or Event of Default is then continuing, such cash or Cash Equivalents shall be released to the Borrower when such obligations under Section 2.04(a) are satisfied or as may be necessary to insure that (x) the aggregate amount of such cash and/or or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall do not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofOutstandings. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, below the U.S. Borrower shall be required to repay that principal amount of Tranche B Initial Term Loans, to the extent then outstanding, as is in an amount equal to that percentage set forth opposite such date multiplied by the aggregate principal amount of the Initial Term Loans (the “Initial Term Loan Reference Amount”) outstanding on the Initial Borrowing Date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g) or increased pursuant to the proviso to this clause (b), a an “Tranche B Initial Term Loan Scheduled Repayment”):): Scheduled Repayment Date Reference Amount Quarterly Payment Date in March, 2006 0.25 % Quarterly Payment Date in June, 2006 0.25 % Quarterly Payment Date in September, 2006 0.25 % Quarterly Payment Date in December, 2006 0.25 % Scheduled Repayment Date Reference Amount Quarterly Payment Date in March, 2007 0.25 % Quarterly Payment Date in June, 2007 0.25 % Quarterly Payment Date in September, 2007 0.25 % Quarterly Payment Date in December, 2007 0.25 % Quarterly Payment Date in March, 2008 0.25 % Quarterly Payment Date in June, 2008 0.25 % Quarterly Payment Date in September, 2008 0.25 % Quarterly Payment Date in December, 2008 0.25 % Quarterly Payment Date in March, 2009 0.25 % Quarterly Payment Date in June, 2009 0.25 % Quarterly Payment Date in September, 2009 0.25 % Quarterly Payment Date in December, 2009 0.25 % Quarterly Payment Date in March, 2010 0.25 % Quarterly Payment Date in June, 2010 0.25 % Quarterly Payment Date in September, 2010 0.25 % Scheduled Repayment Date Reference Amount Quarterly Payment Date in December, 2010 0.25 % Quarterly Payment Date in March, 2011 0.25 % Quarterly Payment Date in June, 2011 0.25 % Quarterly Payment Date in September, 2011 0.25 % Quarterly Payment Date in December, 2011 23.56 % Quarterly Payment Date in March, 2012 23.56 % Quarterly Payment Date in June, 2012 23.56 % Initial Term Maturity Date 23.57 % ; provided that (x) Initial Term Loans and all other amounts owed hereunder with respect to the Initial Term Loans shall be paid in full no later than Initial Term Maturity Date, and the final installment payable by the Borrower in respect of the Initial Term Loans on such date shall be in an amount, if such amount is different from that specified above, sufficient to repay all amounts owing by the Borrower under this Agreement with respect to the Initial Term Loans and (y) if the aggregate principal amount of the Initial Term Loans is increased pursuant to Section 1.14, then each scheduled principal repayment to be made after such increase becomes effective shall be increased by an amount equal to (a) the aggregate principal amount of the increase in the Initial Term Loans pursuant to Section 1.14 multiplied by (b) an amount equal to (x) such scheduled repayment amount divided by (y) the aggregate outstanding principal amount of the Initial Term Loans, in each case, immediately prior to giving effect to the increase in the Initial Term Loans made pursuant to Section 1.14. (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required to make, with respect to each New Tranche of Incremental Term Loans, to the extent then outstanding, scheduled amortized repayments of Incremental Term Loans on the dates and in the principal amounts set forth in the respective Incremental Commitment Agreement (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02, an “Incremental Term Loan Scheduled Repayment”, and together with each Initial Term Loan Scheduled Repayment, the “Scheduled Repayments”); provided that, if any Incremental Term Loans are incurred which will be added to (and form part of) an existing New Tranche of Incremental Term Loans, then each Scheduled Repayment of such New Tranche to be made after such increase becomes effective shall be increased by an amount equal to (a) the aggregate principal amount of the increase in the Incremental Term Loans of such New Tranche pursuant to Section 1.14 multiplied by (b) an amount equal to (x) such Scheduled Repayment divided by (y) the aggregate outstanding principal amount of the Incremental Term Loans of such New Tranche, in each case, immediately prior to giving effect to the increase in Incremental Term Loans of such New Tranche pursuant to Section 1.14. (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, by no later than the Business Day immediately following each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives any proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than (i) Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04), an amount equal to 100% of the cash proceeds of the respective incurrence of Indebtedness (net of all reasonable costs associated therewith, including, without limitation, all due diligence costs and expenses paid for, or reimbursed by, the Borrower and/or any of its Subsidiaries, any underwriting, agency, structuring or similar fees, discounts and commissions, attorneys’ fees and expenses paid for, or reimbursed by, the Borrower and/or any of its Subsidiaries, all financing and/or commitment fees and other costs associated therewith) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Initial Term Loan Commitment and, to the extent in excess thereof, or in excess of the outstanding Term Loans, as a mandatory repayment of principal of outstanding Revolving Loans) in accordance with the requirements of Sections 4.02(g) and (h). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, by no later than the Business Day following each date after the Effective Date upon which the Borrower or any of its Subsidiaries receives proceeds from any Asset Sale, an amount equal to 100% of the Net Asset Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Initial Term Loan Commitment and, to the extent in excess thereof, or in excess of the outstanding Term Loans, as a mandatory repayment of principal of outstanding Revolving Loans) in accordance with the requirements of Sections 4.02(g) and (h), provided that the Net Asset Sale Proceeds from Asset Sales shall not be required to be used to so repay Term Loans to the extent the Borrower elects, as hereinafter provided, to cause such Net Asset Sale Proceeds to be reinvested in Reinvestment Assets (a “Reinvestment Election”). The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if the Borrower delivers a Reinvestment Notice to the Administrative Agent within five Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Asset Sale Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice and, provided, that (i) if a Default or Event of Default exists, pending such reinvestment (or an exercise of remedies by the Administrative Agent), such Net Asset Sale Proceeds should be deposited in a deposit account subject to the control of the Collateral Agent as security for the Obligations and (ii) if all or any portion of such Net Asset Sale Proceeds not applied to the repayment of Term Loans due to a Reinvestment Election are not so used within 365 days after the date of receipt of such Net Asset Sale Proceeds (or 450 days to the extent that, upon expiration of such 365 day period, such proceeds are committed (pursuant to binding commitments with third parties) to be used to complete such replacement or restoration), then such remaining portion not used shall be applied on the date which is 365 days (or 450 days) following the date of receipt of such Net Asset Sale Proceeds as a mandatory repayment of principal of outstanding Term Loans (and, to the extent in excess thereof, as a mandatory reduction to the Total Revolving Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h). At the time of the acquisition of any Reinvestment Assets, the Borrower shall comply and shall cause its Subsidiaries to comply with Section 8.11, to the extent applicable. (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, within five Business Days following each date on or after the Effective Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than an Excluded Recovery Event), an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Initial Term Loan Commitment and, to the extent in excess thereof, or in excess of the outstanding Term Loans, as a mandatory repayment of principal of outstanding Revolving Loans); provided, however, that Net Insurance Proceeds shall not be required to be used to so repay Term Loans to the extent the Borrower makes a Reinvestment Election. The Borrower may exercise its Reinvestment Election with respect to a Recovery Event if the Borrower delivers a Reinvestment Notice to the Administrative Agent within five Business Days following the date of receipt of Net Insurance Proceeds from such Recovery Event, with such Reinvestment Election being effective with respect to the Net Insurance Proceeds of such Recovery Event equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice, and provided, further, that (i) if a Default or Event of Default exists, pending such reinvestment (or an exercise of remedies by the Administrative Agent), such Net Insurance Proceeds should be deposited in a deposit account subject to the control of the Collateral Agent as security for the Obligations and (ii) if all or any portion of the Net Insurance Proceeds from a Recovery Event not applied to the repayment of Term Loans due to a Reinvestment Election are not so used within 365 days after the date of receipt of such Net Insurance Proceeds (or 720 days to the extent that, upon expiration of such 365 day period, such proceeds are committed (pursuant to binding commitments with third parties) to be used to complete such replacement or restoration), then such remaining portion not used shall be applied on the date which is 365 days (or 720 days) following the date of receipt of such Net Insurance Proceeds as a mandatory repayment of principal of outstanding Term Loans (and, to the extent in excess thereof, as a mandatory reduction to the Total Revolving Loan Commitment) in accordance with the requirements of Sections 4.02(g) and (h). At the time of the acquisition of any Reinvestment Assets, the Borrower shall comply and shall cause its Subsidiaries to comply with Section 8.11, to the extent applicable. (g) Each amount required to be applied to repay Term Loans (or to reduce the Total Initial Term Loan Commitment) pursuant to Sections 4.02(d), (e) and (f) shall be applied to each Tranche of Term Loans on a pro rata basis (based upon the then outstanding principal amount of Initial Term Loans and, if applicable, Incremental Term Loans of a New Tranche). After giving effect to the allocation amongst Tranches required by the immediately preceding sentence, each amount required to be applied to Term Loans of a given Tranche shall be applied (i) first, to reduce in direct order of maturity those Scheduled Repayments which will be due and payable within 24 months after the date the respective prepayment is made pursuant to said Sections 4.02(d), (e) and/or (f) and (ii) second, to the extent the amount to be applied to Term Loans of a given Tranche exceeds the amount to be applied pursuant to preceding clause (i), to reduce the then remaining Scheduled Repayments of the respective Tranche pro rata based upon the then remaining amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions and/or increases thereto. (h) Each amount required to be applied to repay Loans pursuant to Sections 4.02(d), (e) and (f) shall be applied (x) first, to the prepayment of outstanding principal of Term Loans and (y) second, after the principal of all outstanding Term Loans shall have been repaid, to the repayment of outstanding principal of Revolving Loans. With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans of the respective Tranche which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings of the respective Tranche pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans of the respective Tranche with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Tranche have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing under a Tranche shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Tranche, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among the Lenders which made such Loans. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding anything to the contrary contained in this Section 4.02, no mandatory repayment or commitment reduction shall be required pursuant to Section 4.02(e) or (f) until the date on which the aggregate amount of all Net Asset Sale Proceeds and Net Insurance Proceeds required to be applied as mandatory repayments and/or commitment reductions in the absence of the last sentence of this Section 4.02(h) equals or exceeds $2,500,000. (i) Notwithstanding anything to the contrary contained in Section 4.01, this Section 4.02 or elsewh

Mandatory Repayments and Commitment Reductions. (a) If (i) On any day on any date which the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or Borrowers shall prepay on such day the Bermuda Borrower principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers' Acceptance Loans where the underlying Bankers' Acceptances have not yet matured) (allocated between Dollar Revolving Loans and Alternate Currency Revolving Loans as determined the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Alternate Currency made with respect to the Alternate Currency Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers' Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers' Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers' Acceptances shall be deposited by the U.S. Borrowerrespective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers' Acceptances accepted by the Alternate Currency Lenders which shall be paid to and applied by the Alternate Currency Lenders, in satisfaction of the obligations to the Alternate Currency Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker's Acceptances, on the maturity date thereof, (subject II) to the extent such excess exceeds the amount applied pursuant to preceding clause (xI), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans shall be paid by the Corporation to the Administrative Agent to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) of to the proviso extent such excess exceeds the amount applied pursuant to this clause preceding clauses (aI) and (II)) agrees to , the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars an amount equal to the amount of such excessexcess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in Borrowers hereunder and under the case of the U.S. Borrower pursuant to the other Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):

Mandatory Repayments and Commitment Reductions. (ai) If on On any date on which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, the outstanding principal amount of the Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings on such date exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such date the Bermuda Borrower (as determined by principal of Swingline Loans and, after the U.S. Borrower) (subject Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to clause (x) such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and all outstanding Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of in cash and/or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, by the Administrative Agent pursuant to a cash collateral agreement to be entered into in form and under the sole dominion and control of, substance reasonably satisfactory to the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any date on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Revolving Loan Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(j), a "Tranche A Scheduled Repayment," and each such date, a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ December 31, 2001 $ 3,750,000 March 31, 2002 $ 3,750,000 June 30, 2002 $ 3,750,000 September 30, 2002 $ 3,750,000 December 31, 2002 $ 5,625,000 March 31, 2003 $ 5,625,000 June 30, 2003 $ 5,625,000 September 30, 2003 $ 5,625,000 December 31, 2003 $ 8,750,000 March 31, 2004 $ 8,750,000 June 30, 2004 $ 8,750,000 Tranche A Term Loan Maturity Date $ 8,750,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(j), a “"Tranche B Term Loan Scheduled Repayment”," and each such date, a "Tranche B Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans of Non-Defaulting Banks, the aggregate outstanding principal amount of Swingline Loans and the amount of Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or agrees to prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xii) On any day on which the aggregate outstanding principal amount of cash and/or Cash Equivalents paid the Revolving Loans made by any Defaulting Bank exceeds the Bermuda Revolving Loan Commitment of such Defaulting Bank, the Borrower agrees to the Administrative Agent under this clause (a) shall not at any time exceed the sum prepay principal of the Letter Revolving Loans of Credit Outstandings (with respect such Defaulting Bank in an amount equal to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereofexcess. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, but subject to the deferral provisions contained in clause (iv) below, on each date set forth below, the U.S. Borrower below there shall be required to repay be repaid that aggregate principal amount of Tranche B A-1 Term Loans and Tranche A-2 Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be (x) modified pursuant to clause (iv) below and/or (y) reduced as provided in Sections 4.01 the last sentence of Section 4.01, in the last paragraph of this Section 4.02(b)(i) and 4.02(gin Section 4.02(h), a “"Tranche B A-1 and A-2 Scheduled Repayment," and each such date, a "Tranche A-1 and A-2 Scheduled Repayment Date"): Tranche A-1 and A-2 Scheduled Repayment Date Amount ------------------------ ------ July 31, 2000 $100,000 October 31, 2000 $100,000 January 31, 2001 $100,000 April 30, 2001 $100,000 July 31, 2001 $100,000 October 31, 2001 $100,000 January 31, 2002 $100,000 April 30, 2002 $100,000 July 31, 2002 $100,000 October 31, 2002 $100,000 January 31, 2003 $100,000 April 30, 2003 $100,000 July 31, 2003 $100,000 October 31, 2003 $100,000 January 31, 2004 $100,000 April 30, 2004 $100,000 July 31, 2004 $100,000 October 31, 2004 $100,000 January 31, 2005 $100,000 April 30, 2005 $100,000 July 31, 2005 $100,000 October 31, 2005 $100,000 Tranche A-1 and A-2 Term Loan Maturity Date $27,800,000 In the event that less than $20 million of Tranche A-2 Term Loans are incurred hereunder, an amount equal to such deficiency shall be applied to reduce the Tranche A-1 and Tranche A-2 Scheduled Repayment”):Repayments in inverse order of maturity. Furthermore, in the event that any Tranche A-1 Term Loans are converted into Tranche B-2 Term Loans pursuant to Section 1.14, an amount equal to the principal amount of Tranche A-1 Term Loans so converted shall apply to reduce the Tranche A-1 and Tranche A-2 Scheduled Repayment in inverse order of maturity. All repayments of Tranche A-1 Term Loans and Tranche A-2 Term Loans pursuant to this section 4.02(b)(i) shall be allocated to the outstanding principal amount of Tranche A-1 Term Loans and Tranche A-2 Term Loans on a pro rata basis (based upon the relative outstanding principal amounts of such Tranches of Term Loans). (ii) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, but subject to the deferral provisions contained in clause (iv) below, on each date set forth below there shall be required to be repaid that aggregate principal amount of Tranche A-3 Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be (x) modified pursuant to clause (iv) below and/or

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Lenders, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Lenders in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Lenders, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Non-Defaulting Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Lender exceeds the Commitment of such Defaulting Lender, the Borrower shall prepay principal of Revolving Loans of such Defaulting Lender in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on the fifth Business Day after each date set forth belowafter the Effective Date upon which Holdings or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, the U.S. Borrower Total Commitment shall be permanently reduced by an amount equal to 100% of the Net Sale Proceeds therefrom in accordance with the requirements of Section 4.02(c), provided that the Total Commitment shall not be required to repay that principal amount be so reduced by any Net Sale Proceeds received by Holdings or any of Tranche B Term Loans, its Subsidiaries in connection with any Asset Sale on such fifth Business Day to the extent then outstandingthe Borrower has delivered a Reinvestment Notice to the Administrative Agent on or prior to the fifth Business Day following the consummation of such Asset Sale stating that the Net Sale Proceeds received (or to be received) therefrom shall be reinvested or shall be committed to be reinvested (a "Reinvestment Election") in equipment or other assets useful in a Permitted Business (including capital stock or other equity interests of a Person engaged in such business) (each a "Reinvestment Asset" and collectively, the "Reinvestment Assets") within 18 months following the date of receipt of such Net Sale Proceeds and provided further, that if all or any portion of such Net Sale Proceeds referred to in the preceding proviso are not so used within the 18-month period following the date of the receipt of such Net Sale Proceeds, such remaining portion shall be applied on the last day of such period as is set forth opposite a permanent reduction of the Total Commitment as provided above in this Section 4.02(b) without regard to the immediately preceding proviso. The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Administrative Agent within five Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Sale Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (c) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless all Eurodollar Loans made pursuant to such Borrowing with Interest Periods ending on such date of required repayment and all Base Rate Loans made pursuant to such Borrowing have been paid in full; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) each repayment of any Loans made pursuant to a Borrowing shall be applied pro rata among such repaymentLoans. In the absence of a designation by the Borrower as described in the preceding sentence, as the same may Administrative Agent shall, subject to the above, make such designation in its sole discretion. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be reduced as provided repaid in Sections 4.01 full on the Swingline Expiry Date and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):(ii) all other then outstanding Loans shall be repaid in full on the Maturity Date.

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay on such day principal of Swingline Loans in an amount up to the Bermuda Borrower (as determined by amount of such excess and, after all Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess minus the U.S. Borrower) (subject principal amount of Swingline Loans so prepaid. If, after giving effect to clause (x) the prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date day an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers Banks and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) the Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay on such day principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 4.01(a) and 4.02(g4.02(h), a “Tranche B Term Loan "Scheduled Repayment”," and each such date, a "Scheduled Repayment Date"):

Mandatory Repayments and Commitment Reductions. (a) If on any date ---------------------------------------------- day the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower shall prepay on such day the principal of outstanding Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, principal of outstanding Revolving Loans in an amount equal to such excess. If, after giving effect to the Bermuda Borrower (as determined by prepayment of all such outstanding Swingline Loans and Revolving Loans, the U.S. Borrower) (subject to clause (x) sum of the proviso to this clause (a)) agrees to outstanding Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars an amount equal to such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or and/or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in hereunder and under the case of the U.S. Borrower pursuant to the other Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder Documents in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (ib) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date on or after the Restatement Effective Date upon which the Borrower or any of its Subsidiaries receives Net Sale Proceeds from any Asset Sale, the Total Revolving Loan Commitment shall be reduced by an amount equal to the Applicable Prepayment Percentage of the Net Sale Proceeds from such Asset Sale, provided that (x) with respect to no more than $5,000,000 in the -------- aggregate of such Net Sale Proceeds received by the Borrower or its Subsidiaries in any fiscal year of the Borrower, such Net Sale Proceeds shall not give rise to a mandatory commitment reduction on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used or contractually committed to be used to purchase assets used or to be used in the businesses permitted pursuant to Section 9.01 (including, without limitation (but only to the extent permitted by Section 9.02), the purchase of the capital stock of a Person engaged in such businesses) within 270 days following the date of receipt of such Net Sale Proceeds from such Asset Sale (which certificate shall set forth belowthe estimates of the proceeds to be so expended) and (y) (i) if all or any portion of such Net Sale Proceeds are not so used (or contractually committed to be used) within such 270-day period, the U.S. Borrower Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion as provided above and (ii) if all or any portion of such Net Sale Proceeds are not so used within such 270-day period referred to in clause (i) of this clause (y) because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion as provided above. (c) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, on each date on or after the Restatement Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 9.04 as in effect on the Restatement Effective Date) or issuance of Preferred Stock (other than (w) Disqualified Preferred Stock to the extent the proceeds therefrom are used to effect Permitted Acquisitions and (x) Qualified Preferred Stock by the Borrower or any of its Subsidiaries), the Total Revolving Loan Commitment shall be reduced by an amount equal to the Applicable Prepayment Percentage of the Net Cash Proceeds of the respective incurrence of Indebtedness or issuance of Preferred Stock. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, within 10 days following each date on or after the Restatement Effective Date on which the Borrower or any of its Subsidiaries receives any proceeds from any Recovery Event (other than proceeds from any Excluded Recovery Event), the Total Revolving Loan Commitment shall be reduced by an amount equal to 100% of the proceeds of such Recovery Event (net of reasonable costs (including, without limitation, legal costs and expenses) and taxes incurred in connection with such Recovery Event and the amount of such proceeds required to be used to repay any Indebtedness (other than Indebtedness of the Banks pursuant to this Agreement) which is secured by the respective assets subject to such Recovery Event)); provided that (x) so long as no Default -------- or Event of Default then exists and such proceeds do not exceed $5,000,000, the Total Revolving Loan Commitment shall not be reduced on such date to the extent that an Authorized Officer of the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or shall be committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid within 360 days following the date of such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended) and (y) so long as no Default or Event of Default then exists and to the extent that (a) the amount of such proceeds exceeds $5,000,000, (b) the amount of such proceeds, together with other cash available to the Borrower and its Subsidiaries and permitted to be spent by them on Capital Expenditures during the relevant period, equals at least 100% of the cost of replacement or restoration of the properties or assets in respect of which such proceeds were paid as determined by the Borrower and as supported by such estimates or bids from contractors or subcontractors or such other supporting information as the Administrative Agent may reasonably accept, (c) an Authorized Officer of the Borrower has delivered to the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 4.02(d) in the form described in clause (x) above and also certifying its determination as required by preceding clause (b) and certifying the sufficiency of business interruption insurance as required by succeeding clause (d), and (d) an Authorized Officer of the Borrower has delivered to the Administrative Agent such evidence as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the Administrative Agent establishing that the Borrower has sufficient business interruption insurance and that the Borrower will receive payment thereunder in such amounts and at such times as are necessary to satisfy all obligations and expenses of the Borrower (including, without limitation, all debt service requirements, including pursuant to this Agreement), without any delay or extension thereof, for the period from the date of the respective casualty, condemnation or other event giving rise to the Recovery Event and continuing through the completion of the replacement or restoration of respective properties or assets, then the entire amount of the proceeds of such Recovery Event and not just the portion in excess of $5,000,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent whereby such proceeds shall be disbursed to the Borrower from time to time as needed to pay or reimburse the Borrower or such Subsidiary actual costs incurred by it in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent), provided further, that at any time while an Event of Default has ---------------- occurred and is continuing, the Required Banks may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Borrower to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the repayment of Obligations hereunder in the same manner as proceeds would be applied pursuant to the Pledge Agreement, and provided further, that if all or any portion of such proceeds not required ---------------- to cause a mandatory commitment reduction pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are either (A) not so used or committed to be so used within 360 days after the date of the respective Recovery Event or (B) if committed to be used within 360 days after the date of receipt of such net proceeds and not so used within 18 months after the date of respective Recovery Event then, in either such case, the Total Revolving Loan Commitment shall be reduced by an amount equal to such remaining portion not used or committed to be used in the case of preceding clause (A) and not used in the case of preceding clause (B) on the date occurring 360 days after the date of the respective Recovery Event in the case of clause (A) above or the date occurring 18 months after the date of the respective Recovery Event in the case of clause (B) above. (e) With respect to each repayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be repaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, provided that: (i) repayments of Eurodollar Loans pursuant to -------- this Section 4.02 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans with Interest Periods ending on such date of required repayment and all Base Rate Loans have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each Bank pursuant to Section 1.11; (ii) if any repayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans; and (iii) (a) (as a result of commitment reductions described in clauses (b), (c) or (d)) would result, after giving effect to the procedures set forth in this clause (i) above, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, "Affected Loans"), the Borrower may elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable. At the time any Affected Loans are otherwise required to be prepaid the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of Tranche B Term such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account). (f) Notwithstanding anything to the extent contrary contained elsewhere in this Agreement, (i) all then outstanding, as is set forth opposite such date outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (each such repayment, as ii) all other then outstanding Revolving Loans shall be repaid in full on the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Maturity Date.

Mandatory Repayments and Commitment Reductions. (a) If on any date the aggregate amount of all Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Total Credit-Linked Commitment as then in effect, the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) of the proviso to this clause (a)) agrees to pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “"Tranche B Term Loan Scheduled Repayment”"):

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the sum of the aggregate outstanding principal amount of all the Revolving Loans made by Non-Defaulting Banks, Swingline Loans and the Letter of Credit Outstandings and Bank Guaranty Outstandings exceeds the Adjusted Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or shall prepay principal of Swingline Loans and, after the Bermuda Borrower (as determined by Swingline Loans have been repaid in full, Revolving Loans of Non-Defaulting Banks in an amount equal to such excess. If, after giving effect to the U.S. Borrower) (subject to clause (x) prepayment of all outstanding Swingline Loans and Revolving Loans of Non-Defaulting Banks, the aggregate amount of the proviso to this clause (a)) agrees to Letter of Credit Outstandings exceeds the Adjusted Total Revolving Loan Commitment as then in effect, the Borrower shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents in Dollars equal to the amount of such excessexcess (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) Non-Defaulting Banks hereunder in a cash collateral account to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that (x) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (iii) On any day on which the aggregate outstanding principal amount of the Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan Commitment of such Defaulting Bank, the Borrower shall prepay principal of Revolving Loans of such Defaulting Bank in an amount equal to such excess. (b) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche A Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(i), a "Tranche A Scheduled Repayment," and each such date, a "Tranche A Scheduled Repayment Date"): Tranche A Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of May, 1997 $2,500,000 The last Business Day of August, 1997 $2,500,000 The last Business Day of November, 1997 $2,500,000 The last Business Day of February, 1998 $2,500,000 The last Business Day of May, 1998 $2,500,000 The last Business Day of August, 1998 $2,500,000 The last Business Day of November, 1998 $2,500,000 The last Business Day of February, 1999 $2,500,000 The last Business Day of May, 1999 $3,250,000 The last Business Day of August, 1999 $3,250,000 The last Business Day of November, 1999 $3,250,000 The last Business Day of February, 2000 $3,250,000 -27- Tranche A Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of May, 2000 $4,000,000 The last Business Day of August, 2000 $4,000,000 The last Business Day of November, 2000 $4,000,000 The last Business Day of February, 2001 $4,000,000 The last Business Day of May, 2001 $6,500,000 The last Business Day of August, 2001 $6,500,000 The last Business Day of November, 2001 $6,500,000 Tranche A Term Loan Maturity Date $6,500,000 (c) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g4.02(i), a “"Tranche B Scheduled Repayment," and each such date, a "Tranche B Scheduled Repayment Date"): Tranche B Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of May, 1997 $250,000 The last Business Day of August, 1997 $250,000 -▇▇- ▇▇▇▇▇▇▇ ▇ Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of November, 1997 $250,000 The last Business Day of February, 1998 $250,000 The last Business Day of May, 1998 $250,000 The last Business Day of August, 1998 $250,000 The last Business Day of November, 1998 $250,000 The last Business Day of February, 1999 $250,000 The last Business Day of May, 1999 $250,000 The last Business Day of August, 1999 $250,000 The last Business Day of November, 1999 $250,000 The last Business Day of February, 2000 $250,000 The last Business Day of May, 2000 $250,000 The last Business Day of August, 2000 $250,000 The last Business Day of November, 2000 $250,000 The last Business Day of February, 2001 $250,000 -▇▇- ▇▇▇▇▇▇▇ ▇ Scheduled Repayment Date Amount ------------------------ ------ The last Business Day of May, 2001 $250,000 The last Business Day of August, 2001 $250,000 The last Business Day of November, 2001 $250,000 The last Business Day of February, 2002 $250,000 The last Business Day of May, 2002 $10,000,000 The last Business Day of August, 2002 $10,000,000 The last Business Day of November, 2002 $10,000,000 Tranche B Term Loan Scheduled Repayment”):Maturity Date $10,000,000 (d) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any sale or issuance of its equity (other than (i) proceeds received on or prior to the Initial Borrowing Date as a result of the Equity Contribution and (ii) cash proceeds received from sales or issuances of equity to employees, officers or directors of Holdings or any of its Subsidiaries so long as all such cash proceeds are, substantially concurrently with the receipt of such cash proceeds, used to repurchase outstanding shares of common stock (or options to purchase common stock) of Holdings pursuant to clause (x) of the proviso to Section 9.03(ii) or, to the extent the cash proceeds are not so utilized, so long as the aggregate amount of cash proceeds excluded pursuant to this clause (ii) does not exceed $10,000,000) an amount equal to 100% of the cash proceeds of the respective sale or issuance (net of underwriting discounts and commissions and other direct costs associated therewith, including, without limitation, legal fees and expenses) shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Section 4.02(i) and (j), provided that (i) in the case of an Initial Public Offering, only 50% of the net cash proceeds thereof, if any, in excess of $50,000,000 shall be applied as a mandatory repayment as set forth under this Section 4.02(d) and (ii) the proceeds of any issuance of options, warrants or other equity as part of a unit in connection with any issuance of Indebtedness shall be treated as cash proceeds from the issuance of Indebtedness and applied as a mandatory repayment as set forth under Section 4.02(e). (e) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred pursuant to Section 9.04 as such Section is in effect on the Effective Date), an amount equal to the cash proceeds (net of underwriting discounts and commissions and other costs associated therewith including, without limitation, legal fees and expenses) of the respective incurrence of Indebtedness shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(i) and (j). (f) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date after the Effective Date upon which Holdings or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of inventory in the ordinary course of business, (ii) sales or transfers of assets in accordance with Sections 9.02(v) and (vi) as originally in effect, (iii) sales of assets between the Borrower and its Wholly-Owned Subsidiaries and/or sales of assets between Wholly-Owned Subsidiaries of the Borrower, in each case to the extent permitted by Section 9.02, (iv) the sale or other disposition of equipment in the ordinary course of business to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that it intends to reinvest such Net Sale Proceeds in replacement equipment within 270 days after the respective date of sale or disposition and (v) any other sale of assets so long as, and to the extent that, the aggregate amount of Net Sale Proceeds from all sales of assets excluded pursuant to this clause (v) during the respective fiscal year of the Borrower in which the Net Sale Proceeds are received does not exceed $5,000,000), an amount equal to 100% of the Net Sale Proceeds therefrom shall be applied as a mandatory repayment of principal of outstanding Term Loans (or, if the Initial Borrowing Date has not yet occurred, such amounts shall be applied as a mandatory reduction to the Total Term Loan Commitment) in accordance with the requirements of Sections 4.02(i) and (j). To the extent any Net Sale Proceeds are not required to be applied pursuant to this Section 4.02(f) as a result of clause (iv) contained in the parenthetical appearing in the first sentence of this

Mandatory Repayments and Commitment Reductions. (ai) If On any day on any date which the aggregate amount of all Letter of Aggregate Revolving Credit Outstandings and Bank Guaranty Outstandings Exposure exceeds the Total Credit-Linked Revolving Loan Commitment as then in effect, the U.S. Borrower or Corporation shall prepay on such day the Bermuda Borrower principal of outstanding Swingline Loans and, after the Swingline Loans have been repaid in full, the Borrowers shall repay the principal of outstanding Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) (allocated between Domestic Dollar Revolving Loans and Alternate Currency Revolving Loans as determined the Borrowers may elect) in an amount (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to the Non-Dollar Alternate Currency Revolving Loans) equal to such excess. If, after giving effect to the prepayment of all outstanding Swingline Loans and Revolving Loans (other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) and Letter of Credit Outstandings exceeds the Total Revolving Loan Commitment then in effect, (I) an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the U.S. Borrowerrespective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof, (subject II) to the extent such excess exceeds the amount applied pursuant to preceding clause (x) I), such remaining excess or, if less, an amount equal to the then outstanding principal amount of Competitive Bid Loans (for this purpose, using the Dollar Equivalent of the proviso principal amount of any Non-Dollar Alternate Currency Competitive Bid Loan) shall be paid by the Borrowers to this clause the Administrative Agent (ain the Applicable Currency) to be held as cash collateral for the repayment of such Competitive Bid Loans at maturity and (III) to the extent such excess exceeds the amount applied pursuant to preceding clauses (I) and (II)) agrees to , the respective Borrowers shall pay to the Administrative Agent at the Payment Office on such date an amount of cash and/or or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excessexcess (less the amount applied pursuant to preceding clauses (I) and (II)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all Obligations obligations of the respective Borrower Borrowers hereunder and under the other Credit Documents in a cash collateral account (includingand invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by the Administrative Agent. (ii) If on any date the sum of (x) the Dollar Equivalent of the aggregate outstanding principal amount (or Face Amount, without limitationas the case may be) of Alternate Currency Revolving Loans incurred pursuant to a given Alternate Currency Revolving Loan Sub-Tranche (for this purpose, using the Dollar Equivalent of the principal amount or Face Amount, as the case may be, of all Non-Dollar Alternate Currency Revolving Loans then outstanding) plus (y) the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche, exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), the respective Alternate Currency Revolving Loan Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (for this purpose, taking the Dollar Equivalent of payments in any Non-Dollar Alternate Currency made with respect to Alternate Currency Revolving Loans) under such Alternate Currency Revolving Loan Sub-Tranche (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not matured) equal to such excess. If, after giving effect to the prepayment of all outstanding Alternate Currency Revolving Loans made under such Alternate Currency Revolving Loan Sub-Tranche (other than, in the case of the U.S. Borrower Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the aggregate Letter of Credit Outstandings in respect of Alternate Currency Letters of Credit issued under such Alternate Currency Revolving Loan Sub-Tranche plus, in the case of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, the sum of the outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of the Face Amounts thereof), exceeds the sum of the Alternate Currency Revolving Loan Sub-Commitments of the various Alternate Currency RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche as then in effect (or, if less, in the case of Canadian Dollar Revolving Loans, the Total Canadian Revolving Loan Sub-Commitment as then in effect, after giving effect to any adjustments pursuant to Section 1.18), then (I) in the Credit Agreement Party Guarantycase of the Alternate Currency Revolving Loan Sub-Tranche relating to Canadian Dollars, an amount equal to the lesser of such excess and the then outstanding Face Amount of all Bankers’ Acceptances shall be deposited by the respective Alternate Currency Revolving Loan Borrower with the Administrative Agent as cash collateral for the obligations of such Alternate Currency Revolving Loan Borrower to the Alternate Currency RL Lenders (rounded up to the nearest integral multiple of Cdn.$100,000) in respect of an equivalent Face Amount of outstanding Bankers’ Acceptances accepted by the Alternate Currency RL Lenders which shall be paid to and applied by the Alternate Currency RL Lenders, in satisfaction of the obligations to the Alternate Currency RL Lenders of the respective Alternate Currency Revolving Loan Borrower in respect of such Banker’s Acceptances, on the maturity date thereof and (II) to the Issuing Lendersextent such excess exceeds the amount (if any) applied pursuant to preceding clause (I), Bank Guaranty Issuers and Lenders relating the respective Alternate Currency Borrowers shall pay to Letters the Administrative Agent an amount of cash or Cash Equivalents (in Dollars or in the respective currencies in which the respective Letter of Credit Outstandings are denominated) equal to the amount of such excess (less the amount (if any) applied pursuant to preceding clause (I)) (up to a maximum amount equal to the Letter of Credit Outstandings at such time), such cash or Cash Equivalents to be held as security for all obligations of the respective Alternate Currency Borrowers hereunder and Bank Guaranties (and reimbursement and under the other Obligations relating thereto) hereunder Credit Documents in a cash collateral account (and invested from time to time in Cash Equivalents selected by the Administrative Agent) to be established by, and under the sole dominion and control of, by the Administrative Agent; provided that . (xiii) On any day on which the aggregate Aggregate Alternate Currency Credit Exposure exceeds $500,000,000, the Borrowers shall prepay on such day the principal of outstanding Alternate Currency Revolving Loans (other than Bankers’ Acceptance Loans where the underlying Bankers’ Acceptances have not yet matured) in an amount (for this purpose, taking the Dollar Equivalent of cash and/or Cash Equivalents paid by the Bermuda Borrower payments in any Non-Dollar Alternate Currency made with respect thereto) equal to such excess. If, after giving effect to the Administrative Agent under this clause prepayment of all outstanding Alternate Currency Revolving Loans (a) shall not at any time exceed other than Bankers’ Acceptance Loans as referenced in the immediately preceding sentence), the sum of the Letter outstanding Bankers’ Acceptance Loans (for this purpose, using the Dollar Equivalent of Credit Outstandings the Face Amounts thereof), Alternate Currency Competitive Bid Loans (with respect to Bermuda Borrower Letters for this purpose, using the Dollar Equivalent of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal amount of Tranche B Term Loans, to the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):thereofof any Non-

Mandatory Repayments and Commitment Reductions. Mandatory repayments of Term Loans shall be required from (a) 100% of the proceeds (net of taxes and costs and expenses in connection with the sale) from asset sales by the Borrower and its subsidiaries (including sales or issuances of equity interests of any subsidiary of the Borrower) in excess of an amount to be agreed but subject to certain ordinary course exceptions and reinvestment rights to be mutually agreed, (b) 100% of the net proceeds from issuances or incurrences of debt (including any Refinancing Facilities (as defined below) but with appropriate exceptions to be mutually agreed) by the Borrower and its subsidiaries, (c) commencing with the first full fiscal year of the Borrower to occur after the Closing Date, 50% (reducing, so long as no default or event of default under the Senior Secured Credit Facilities is in existence, to 25% and 0% based on meeting specified leverage tests to be mutually agreed) of annual Excess Cash Flow (to be defined to the satisfaction of the Administrative Agent and to include, in any event, deductions for certain investments and capital expenditures financed with internally generated cash) of the Borrower and its subsidiaries, with any such required repayment amount to be reduced dollar-for-dollar by the amount of voluntary prepayments of Loans made with internally generated funds during the applicable year (excluding Swingline Loans but including Revolving Loans, solely to the extent commitments under the Revolving Credit Facility are permanently reduced by the amount of such repayments) and (d) 100% of the net proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to certain reinvestment rights and a materiality threshold to be mutually agreed). All mandatory repayments of Term Loans made pursuant to clauses (a) through (d), inclusive, above shall (subject to the immediately succeeding paragraph) apply to reduce future scheduled amortization payments of the Term Loans in direct order of maturity. If on the amount of any date mandatory repayment which would otherwise be required as provided above exceeds the aggregate principal amount of all Term Loans then outstanding, such excess shall be applied to repay Revolving Loans and Swingline Loans. In addition, (i) if at any time the outstandings pursuant to the Revolving Credit Facility (including Letter of Credit Outstandings outstandings and Bank Guaranty Outstandings exceeds Swingline Loans) exceed the Total aggregate commitments with respect thereto, prepayments of Revolving Loans and/or Swingline Loans (and/or the cash collateralization of Letters of Credit-Linked Commitment as then ) shall be required in effect, an amount equal to such excess and (ii) after giving effect to the U.S. Borrower or the Bermuda Borrower (as determined by the U.S. Borrower) (subject to clause (x) consummation of the proviso Transaction on the Closing Date, all commitments under the Term Loan Facility (if any) not required to this finance the Transaction shall be terminated in their entirety. Any Lender (each, a “Declining Lender”) may elect not to accept any mandatory prepayment pursuant to clause (a), (c) agrees to pay to the Administrative Agent at the Payment Office on or (d) above. Any prepayment amount declined by a Declining Lender (such date an amount of cash and/or Cash Equivalents in Dollars equal to such excess, such cash or Cash Equivalents to be held as security for all Obligations of the respective Borrower (including, without limitation, in the case of the U.S. Borrower pursuant to the Credit Agreement Party Guaranty) to the Issuing Lenders, Bank Guaranty Issuers and Lenders relating to Letters of Credit and Bank Guaranties (and reimbursement and other Obligations relating thereto) hereunder in a cash collateral account to be established by, and under the sole dominion and control ofdeclined payment, the Administrative Agent; provided that (x“Declined Proceeds”) the aggregate amount of cash and/or Cash Equivalents paid by the Bermuda Borrower to the Administrative Agent under this clause (a) shall not at any time exceed the sum of the Letter of Credit Outstandings (with respect to Bermuda Borrower Letters of Credit) and the Bank Guaranty Outstandings (with respect to Bermuda Borrower Bank Guaranties) at such time and (y) any such cash and/or Cash Equivalents shall first be applied to repay the prepayment of Term Loans owed to non-Declining Lenders, with any amounts owing to the respective Issuing Lender and Bank Guaranty Issuer as described in Section 2C.03 hereof. (i) In addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, on each date set forth below, the U.S. Borrower shall be required to repay that principal remaining amount of Tranche B Term Loans, Declined Proceeds after such application to be retained by the extent then outstanding, as is set forth opposite such date (each such repayment, as the same may be reduced as provided in Sections 4.01 and 4.02(g), a “Tranche B Term Loan Scheduled Repayment”):Borrower.