TO TIME BE (I) LIBOR LOANS, (II) BASE RATE LOANS OR (III) A COMBINATION
THEREOF, AS DETERMINED BY THE BORROWER AND NOTIFIED TO THE AGENT IN ACCORDANCE
WITH EITHER SECTION 2.2(E) OR 2.6.
EACH TERM LOAN LENDER MAY MAKE OR MAINTAIN
ITS TERM LOAN TO THE BORROWER BY OR THROUGH ANY APPLICABLE LENDING OFFICE.
(C)
THE TERM LOAN MADE BY EACH TERM LOAN LENDER TO THE BORROWER SHALL
BE EVIDENCED BY A PROMISSORY NOTE OF THE BORROWER, SUBSTANTIALLY IN THE FORM OF
EXHIBIT A-2 (A "TERM NOTE").
EACH TERM NOTE SHALL INCLUDE APPROPRIATE
INSERTIONS THEREIN AS TO PAYEE, DATE AND PRINCIPAL AMOUNT, SHALL BE PAYABLE TO
THE ORDER OF THE APPLICABLE TERM LOAN LENDER AND SHALL REPRESENT THE OBLIGATION
OF THE BORROWER TO PAY THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE TERM LOAN
MADE BY SUCH TERM LOAN LENDER TO THE BORROWER PURSUANT TO SECTION 2.2(A), WITH
INTEREST THEREON AS PRESCRIBED IN SECTIONS 2.8 AND 2.9.
EACH TERM LOAN LENDER
IS HEREBY AUTHORIZED (BUT NOT REQUIRED) TO RECORD THE DATE AND AMOUNT OF EACH
PAYMENT OR PREPAYMENT OF PRINCIPAL OF A TERM LOAN MADE TO THE BORROWER, EACH
CONTINUATION THEREOF, EACH CONVERSION OF ALL OR A PORTION THEREOF TO ANOTHER
TYPE AND, IN THE CASE OF LIBOR LOANS, THE LENGTH OF EACH INTEREST PERIOD WITH
RESPECT THERETO, IN THE BOOKS AND RECORDS OF SUCH TERM LOAN LENDER, AND ANY SUCH
RECORDATION SHALL CONSTITUTE PRIMA FACIE EVIDENCE OF THE ACCURACY OF THE
INFORMATION SO RECORDED.
THE FAILURE OF ANY TERM LOAN LENDER TO MAKE ANY SUCH
RECORDATION OR NOTATION IN THE BOOKS AND RECORDS OF THE TERM LOAN LENDER (OR ANY
ERROR IN SUCH RECORDATION OR NOTATION) SHALL NOT AFFECT THE OBLIGATIONS OF THE
BORROWER HEREUNDER OR UNDER THE TERM NOTES.
EACH TERM NOTE SHALL (I) BE DATED
THE CLOSING DATE, (II) PROVIDE FOR THE PAYMENT OF INTEREST IN ACCORDANCE WITH
THIS AGREEMENT AND (III) BE STATED TO BE PAYABLE IN INSTALLMENTS OF PRINCIPAL IN
ACCORDANCE WITH, AND SUBJECT TO THE PROVISIONS OF, SECTION 2.2(D).
(D)
ON EACH DATE SET FORTH BELOW, THE BORROWER SHALL REPAY THE
PRINCIPAL OF THE TERM NOTES IN AN AGGREGATE AMOUNT EQUAL TO THE CORRESPONDING
AMOUNT SET FORTH BELOW (EACH SUCH AMOUNT A "TERM REDUCTION INSTALLMENT"):
December 31, 2006
$
375,000
March 31, 2007
$
375,000
June 30, 2007
$
375,000
September 30, 2007
$
375,000
December 31, 2007
$
562,500
March 31, 2008
$
562,500
June 30, 2008
$
562,500
September 30, 2008
$
562,500
December 31, 2008
$
750,000
23
March 31, 2009
$
750,000
June 30, 2009
$
750,000
September 30, 2009
$
750,000
December 31, 2009
$
937,500
March 31, 2010
$
937,500
June 30, 2010
$
937,500
September 30, 2010
$
937,500
December 31, 2010
$
1,125,000
March 31, 2011
$
1,125,000
June 30, 2011
$
1,125,000
September 30, 2011
$
1,125,000
; provided, that any amount outstanding on the Term Notes after the final Term
Reduction Installment shall be paid on the Term Loan Maturity Date.
The
aggregate amount