Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to [[Toro:Organization]] on the Closing Date in Dollars not to exceed such Term Lender’s Term Commitment. The Term Borrowing shall consist of Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Term Facility. Amounts borrowed under this [Section 2.01(a)] and repaid or prepaid may not be reborrowed. Term Loans may be Base Rate Loans or Eurocurrency Rate Loans as further provided herein; provided, however, that any Borrowings made on the Closing Date or any of the three (3) Business Days following the Closing Date shall be made as Base Rate Loans unless [[Toro:Organization]] delivers a Funding Indemnity Letter not less than three (3) Business Days prior to the date of such Borrowing.

Term Borrowing. Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a Term Loan to Borrower, in Dollars, in a single advance on the Third Amendment Closing Date in an amount not to exceed such Term Lender’s Applicable Percentage of the Term Facility. Any portion of the Term Borrowing that is repaid or prepaid may not be reborrowed. Subject to this [subsection (a)], Term Loans may be Eurodollar Rate Loans, Base Rate Loans or LIBOR Daily Floating Rate Loans, as further provided herein.

In the principal amount of US$ .

(a) [Section 1.1], Definitions, of the Loan Agreement is hereby amended by deleting the Collateral, Collateral Documents, Material Adverse Effect, Pledge Agreement, Pledged Stock, Revolving Loan Commitment and Revolving Loan Maturity Date definition thereof and replacing it as follows and also adding definitions for Ancillary Documents, Negative Pledge Agreement, Stock and Unused Commitment Fee as follows:

Initial Term Borrowing. As of the Closing Date, the outstanding principal amount of the “Term Loan” (as defined in the Existing Credit Agreement) made to the Domestic Borrower is $55,374,500.00 (the “Outstanding Term Loan Obligations”). Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Domestic Borrower, in Dollars, in a single draw on the Closing Date in an amount equal to such Term Lender’s Applicable Percentage of the Initial Term Facility less such Term Lender’s Applicable Percentage of the Outstanding Term Loan Obligations (the “Closing Date Term Loans”, and together with the Outstanding Term Loan Obligations, the “Initial Term Loan”). The

Initial Term Borrowing. As of the Closing Date, the outstanding principal amount of the “Term Loan” (as defined in the Existing Credit Agreement) made to the Domestic Borrower is $55,374,500.00 (the “Outstanding Term Loan Obligations”). Subject to the terms and conditions set forth herein, each Term Lender severally agrees to make a single loan to the Domestic Borrower, in Dollars, in a single draw on the Closing Date in an amount equal to such Term Lender’s Applicable Percentage of the Initial Term Facility less such Term Lender’s Applicable Percentage of the Outstanding Term Loan Obligations (the “Closing Date Term Loans”, and together with the Outstanding Term Loan Obligations, the “Initial Term Loan”). The Initial Term Borrowing shall consist of Initial Term Loans made simultaneously by the Term Lenders in accordance with their respective Applicable Percentage of the Initial Term Facility. Subject to the terms and conditions set forth herein, each of the parties hereto hereby agrees #

On the Third Restatement Date, an amount equal to the Euro equivalent of $100,000,000 of the Euro Tranche of the Existing Revolving Credit Loans will be converted to and become the Term Loan referenced in Section 2.01(a[[Holdings:Organization]](ii[[Holdings:Organization]] with no change to the existing Interest Periods applicable thereto

On the Third Restatement Date, an amount equal to the Euro equivalent of $100,000,000 of the Euro Tranche of the Existing Revolving Credit Loans will be converted to and become the Term Loan referenced in [Section 2.01(a)(ii)] with no change to the existing Interest Periods applicable thereto prior to such conversion, and the accrued but unpaid interest thereon prior to the Third Restatement Date shall be paid to the Administrative Agent on the Third Restatement Date.

On the Third Restatement Date, an amount equal to the Euro equivalent of $100,000,000 of the Euro Tranche of the Existing Revolving Credit Loans will be converted to and become the Term Loan referenced in [Section 2.01(a)(ii)] with no change to the existing Interest Periods applicable thereto prior to such conversion, and the accrued but unpaid interest thereon prior to the Third Restatement Date shall be paid to the Administrative Agent on the Third Restatement Date.

On the Third Restatement Date, an amount equal to the Euro equivalent of $100,000,000 of the Euro Tranche of the Existing Revolving Credit Loans will be converted to and become the Term Loan referenced in [Section 2.01(a)(ii)] with no change to the existing Interest Periods applicable thereto prior to such conversion, and the accrued but unpaid interest thereon prior to the Third Restatement Date shall be paid to the Administrative Agent on the Third Restatement Date.