Common use of Changes of Commitments Clause in Contracts

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time and (iii) the Designated Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,0005,000,000, or any whole multiple of $5,000,000 1,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved]At each such time as the Aggregate Maximum Credit Amounts are reduced pursuant to Section 2.03(b), the Designated Borrowing Base Floor Amount shall be redetermined by the Majority Banks and the Company and shall be mutually agreeable to the Majority Banks and the Company. If no mutually agreeable Designated Borrowing Base Floor Amount can be determined, the Designated Borrowing Base Floor Amount shall be reduced by a proportionate amount. (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000200,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, and (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 if as a result of such prepayment, and (iv) the Company shall not have the right to an increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each any Bank is decreased and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each such Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably is required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.to

Changes of Commitments. (a) The Aggregate aggregate amount of the Commitments shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeCommitment Termination Date. (b) The Company shall have the right to terminate or to reduce the aggregate unused amount of the Aggregate Maximum Credit Amounts Commitments at any time or from time to time upon not less than three (3) Business Days' Days prior notice to the Administrative Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 5,000,000 or any whole higher integral multiple of $5,000,000 in excess thereof1,000,000) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that (i) after giving effect to each such reduction, the aggregate amount of the Commitments shall be at least equal to the sum of the aggregate outstanding principal amount of the Loans and the aggregate outstanding amount of Letters of Credit Liabilities; (ii) no such termination of the Commitments may be effected while any Loans are outstanding; and (iii) no such termination may be effected while any Letters of Credit are outstanding unless concurrently with notice of such termination the Company shall pay the Administrative Agent an amount in immediately available funds equal to the aggregate Letter of Credit Liabilities with respect to all such Letters of Credit plus any accrued fees payable under Section 2.5 hereof plus (without duplication) any letter of credit fees payable thereafter with respect to such Letters of Credit. Any amount so paid to the Administrative Agent shall be deposited in a cash collateral account and invested, reinvested and used and applied by the Administrative Agent as a Collateral Account pursuant to Section 9.2 hereof. No Bank's participation in any such Letter of Credit shall be affected by the termination of its Commitment in such circumstances. (c) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the rightmay, without the consent of the Banks but subject by giving written notice to the approval of Administrative Agent not less than 90 nor more than 120 days prior to the Agent date occurring one year prior to the then Commitment Termination Date, request that the Commitment Termination Date, be extended for one year (which consent provided that not more than one such one-year extension shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks permitted hereunder). Each Bank may, in its sole discretion, agree to such extension or by allowing one or more Banks reject such extension (and the failure of a Bank to increase their Maximum Credit Amount hereunder, so respond to such request within 60 days shall be deemed to signify that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of Bank has rejected such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(drequest). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in In the case of a new commercial bank or other financial institutionany Bank that agrees to such extension, shall (among other matters) specify the Applicable Lending Office of but not any Bank not agreeing to such new commercial bank or other financial institution. In additionextension, the Agent Commitment Termination Date shall prepare and deliver be the date one year after the Commitment Termination Date previously in effect, so long as Banks holding Commitments in an aggregate amount equal to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount at least two-thirds of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing total Commitments at such time have agreed to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may beextension.

Changes of Commitments. (a) The Aggregate aggregate amount of the Commitments and the Swing Line Commitment shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeTermination Date. (b) The Company Borrowers shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon (i) so long as no Swing Line Loans, Syndicated Loans or Competitive Bid Option Loans are outstanding, to terminate the Commitments and (ii) to reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate principal amount of all Swing Line Loans, Competitive Bid Option Loans and Syndicated Loans); provided that (x) the Borrowers shall give notice of each such termination or reduction as provided in Section 4.05 and (y) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 or in whole multiples of $10,000,000 in excess thereof or, if less, the amount of the Available Commitments. (c) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrowers, may, at any time, replace any Lender that has requested compensation from any Borrower pursuant to Section 5.01 or 5.06 or whose obligations in respect of Eurodollar Loans or LIBOR Market Loans have been suspended pursuant to Section 5.03 by giving not less than three ten (310) Business Days' prior notice to the Agent (which shall promptly notify such Lender) that it intends to replace such Lender with respect to its Commitment with one or more banks or financial institutions (including, but not limited to, any other Lender under this Agreement) selected by the Banks) of each such termination or reduction, Borrowers and acceptable to the Swing Line Lender and the Agent (which notice acceptance shall specify not be unreasonably withheld). Upon the effective date thereof of any replacement under this Section 2.05(c) and as a condition to such replacement, (i) the replacement bank or financial institution shall purchase the Loans of the Lender being replaced and such Lender's rights hereunder for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus accrued and unpaid interest on such Loans and accrued and unpaid Facility Fees or Utilization Fees and any other amounts payable to such Lender hereunder and (ii) an Assignment and Acceptance shall be executed and delivered by such Lender and replacement bank at the expense of the Borrowers and accepted by the Agent as provided in Section 13.06(b), whereupon such replacement bank or financial institution shall become a "Lender" for all purposes of this Agreement having a Commitment in the amount of any such reduction (which shall not be less than $10,000,000Lender's Commitment assumed by it, or any whole multiple and such Commitment of $5,000,000 in excess thereof) and the Lender being replaced shall be irrevocable terminated upon such effective date and effective all of such Lender's rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrowers under Sections 5.01, 5.05, 5.06 and 13.03 to such Lender shall survive such replacement as provided in Section 13.07). If the Commitment of any Lender that is a Reference Lender (or whose Applicable Lending Office is a Reference Lender, as the case may be) shall terminate (other than pursuant to Section 11 hereof) such Reference Lender shall thereupon cease to be a Reference Lender and, if as a result of the foregoing, there shall only upon receipt be two Reference Lenders remaining, then the Agent (with the approval of the Borrowers, such approval not to be unreasonably withheld) shall, by notice to the Agent. Borrowers and the Lenders, designate another Lender as a Reference Lender, so that there shall at all times be three Reference Lenders. (d) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts (less the Put/Call Reserve Amount, unless either the Corporate C Merger Option or the CDC Call Option has been exercised) after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and ) or (ii) the Borrowing Base as determined from time to time. (b) The Company Borrower shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time time, or from time to time time, upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 100,000 or any whole multiple of $5,000,000 100,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. . (c) The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the rightAgent, without the consent on a good faith basis, will seek to find additional financial institutions that will agree to become Lenders under this Agreement with an additional aggregate Commitment of the Banks but subject $7,500,000. If such additional Lenders become parties to this Agreement (which may only be done prior to the approval of the Agent (which consent shall not be unreasonably withheldRevolving Credit Termination Date), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding will increase from $47,500,000 to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added $55,000,000 and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new revised Annex I reflecting the new such change and any changes in Percentage Share Shares of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing Lender will be distributed to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant all parties to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may beAgreement.

Changes of Commitments. (a) The Aggregate Company shall have the right at any time or from time to time (i) to terminate or reduce the aggregate unused amount of the Term Loan Commitments, (ii) so long as no Revolving Credit Loans, Swingline Loans or Letter of Credit Liabilities are outstanding, to terminate the Revolving Credit Commitments and (iii) to reduce the aggregate unused amount of the Revolving Credit Commitments (for which purpose use of the Revolving Credit Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities); provided that (x) the Company shall give notice of each such termination or reduction as provided in Section 4.05 hereof, (y) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 (or a larger multiple of $1,000,000) and (z) the aggregate amount of the Revolving Credit Commitments shall at no time be less than the aggregate outstanding principal amount of all times be equal to the lesser Revolving Credit Loans, Swingline Loans and Letter of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeLiabilities. (b) Any portion of the Term Loan Commitments not used on the Effective Date shall terminate automatically at the close of business on the Effective Date. (c) The Company shall have the right to terminate or to reduce the unused amount of the Aggregate Maximum Credit Amounts Swingline Commitment at any time or from time to time upon on not less than three (3) Business Days' prior notice to the Administrative Agent (which shall promptly notify the BanksSwingline Lender and each Lender) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple in integral multiples of $5,000,000 in excess thereof100,000) and shall be irrevocable and effective only upon receipt by the Administrative Agent. . (d) The Aggregate Maximum Credit Amounts Commitments of any Class (including the Swingline Commitment) once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate aggregate amount of the Commitments and the Swing Line Commitment shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeTermination Date. (b) The Company Borrowers shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon (i) so long as no Swing Line Loans, Syndicated Loans or Competitive Bid Option Loans are outstanding, to terminate the Commitments and (ii) to reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate principal amount of all Swing Line Loans, Competitive Bid Option Loans and Syndicated Loans); provided that (x) the -------- Borrowers shall give notice of each such termination or reduction as provided in Section 4.05 and (y) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 or in whole multiples of $10,000,000 in excess thereof or, if less, the amount of the Available Commitments. (c) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrowers, may, at any time, replace any Lender that has requested compensation from any Borrower pursuant to Section 5.01 or 5.06 or whose obligations in respect of Eurodollar Loans or LIBOR Market Loans have been suspended pursuant to Section 5.03 by giving not less than three ten (310) Business Days' prior notice to the Agent (which shall promptly notify such Lender) that it intends to replace such Lender with respect to its Commitment with one or more banks or financial institutions (including, but not limited to, any other Lender under this Agreement) selected by the Banks) of each such termination or reduction, Borrowers and acceptable to the Swing Line Lender and the Agent (which notice acceptance shall specify not be unreasonably withheld). Upon the effective date thereof of any replacement under this Section 2.05(c) and as a condition to such replacement, (i) the replacement bank or financial institution shall purchase the Loans of the Lender being replaced and such Lender's rights hereunder for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus accrued and unpaid interest on such Loans and accrued and unpaid Facility Fees or Utilization Fees and any other amounts payable to such Lender hereunder and (ii) an Assignment and Acceptance shall be executed and delivered by such Lender and replacement bank at the expense of the Borrowers and accepted by the Agent as provided in Section 13.06(b), whereupon such replacement bank or financial institution shall become a "Lender" for all purposes of this Agreement having a Commitment in the amount of any such reduction (which shall not be less than $10,000,000Lender's Commitment assumed by it, or any whole multiple and such Commitment of $5,000,000 in excess thereof) and the Lender being replaced shall be irrevocable terminated upon such effective date and effective all of such Lender's rights and obligations under this Agreement shall terminate (provided that the obligations of the Borrowers under Sections 5.01, 5.05, 5.06 and 13.03 to such Lender shall survive such replacement as provided in Section 13.07). If the Commitment of any Lender that is a Reference Lender (or whose Applicable Lending Office is a Reference Lender, as the case may be) shall terminate (other than pursuant to Section 11 hereof) such Reference Lender shall thereupon cease to be a Reference Lender and, if as a result of the foregoing, there shall only upon receipt be two Reference Lenders remaining, then the Agent (with the approval of the Borrowers, such approval not to be unreasonably withheld) shall, by notice to the Agent. Borrowers and the Lenders, designate another Lender as a Reference Lender, so that there shall at all times be three Reference Lenders. (d) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts Commitments at any time or from time to time upon not less than three (3) Business Days' Day’s prior written notice to the Administrative Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 5,000,000 or any whole multiple increment of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent. . (b) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject right to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate cause from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding aggregate Commitments of Lenders, subject to this Agreement one or more commercial banks or other financial institutions the following terms and conditions: (who shall, upon completion of i) Subject to the requirements stated terms and conditions contained in this Section 2.03(d2.03(c), constitute Banks hereunder)the Company may increase the aggregate Commitments then in effect, or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, the Lenders (iiiexcept as provided in Section 2.03(c)(ii)(D)) but with the Company shall prepay all prior written consent of the Loans on Administrative Agent, by increasing the date Commitment of such increase and the Company may a Lender (subject to Sections 2.01such Lender’s consent as provided in Section 2.03(c)(ii)(D)) or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (ii) Any increase in the aggregate Commitments shall be subject to the following additional conditions: (A) such increase shall not be less than $10,000,000 unless the Administrative Agent otherwise consents, 2.02 and 6.02 and the other provisions hereof) reborrow on aggregate amount of all such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company increases shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(dexceed $100,000,000; (B) if any no Default or Event of Default shall have occurred and be continuing at the time effective date of such increase. The ; (C) on the effective date of such increase, no Fixed Rate Loans shall be outstanding (or if any Fixed Rate Loans are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Fixed Rate Loans); (D) no Lender’s Commitment may be increased without the consent of such Lender; (E) if the Company shall give the Agent three (3) Business Days' prior written notice of its intent elects to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if anyaggregate Commitments by increasing the Commitment of a Lender, the changes in amounts of Aggregate Maximum Credit Amounts that will result, Company and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, Lender shall execute and deliver to the Administrative Agent an Acceptance Agreement a certificate substantially in the form of Exhibit F H-1 (a “Commitment Increase Certificate”), together with a processing and recordation fee of $3,500, and the Company shall deliver a new Note payable to the order of such Lender in a principal amount equal to its Commitment after giving effect to such increase, and otherwise duly completed; (F) If the Company elects to increase the aggregate Commitments by causing an Additional Lender to become a party to this Agreement, then the Company and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Company shall deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; and (G) No such increase shall cause the aggregate Commitments to exceed the then effective Borrowing Base. (iii) Subject to acceptance and recording thereof pursuant to which it becomes a party hereto Section 2.03(c)(iv), from and after the effective date specified in the Commitment Increase Certificate or increases its Maximum Credit Amountthe Additional Lender Certificate (or if any Fixed Rate Loans are outstanding, then the last day of the Interest Period in respect of such Fixed Rate Loans) (the “Specified Date”): (A) the amount of the aggregate Commitments shall be increased as the case may beset forth therein, which document, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a new commercial bank or party to this Agreement and the other financial institution, shall (among Loan Documents and have the rights and obligations of a Lender under this Agreement and the other matters) specify the Applicable Lending Office of such new commercial bank or other financial institutionLoan Documents. In addition, on such Specified Date, the Agent Lender or the Additional Lender, as applicable, shall prepare purchase a pro rata portion of the outstanding Loans (and deliver participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the aggregate Commitments. (iv) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank Lender or the Company and its Maximum Credit Amount. Finallythe Additional Lender party thereto, as applicable, the Company shall execute processing and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature recording fee referred to in Section 6.01(a) 2.03(c)(ii), the Administrative Questionnaire referred to in Section 2.03(c)(ii), if applicable, and the written consent of the Administrative Agent in to such form and substance as may be reasonably increase required by it. Upon execution Section 2.03(c)(i), the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and delivery of record the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified information contained therein in the new Annex I delivered Register required to be maintained by the Administrative Agent pursuant to Section 12.06(a)(iv). No increase in the aggregate Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.03(d2.03(c)(iv), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company Borrowers shall have the right to reduce or terminate or to reduce the amount of unused Revolving Credit Commitments or the Aggregate Maximum Credit Amounts Swingline Facility Amount at any time or from time to time upon not less than three time, provided that: (3a) Business Days' prior the Borrowers shall give notice to the Agent (which shall promptly notify the Banks) of each such reduction or termination or reduction, which notice to the Administrative Agent and the Swingline Bank as provided in Section 2.11; and (b) each partial reduction shall specify be in an aggregate amount at least equal to $5,000,000; provided that if any such reduction would cause the effective date thereof and aggregate Revolving Credit Commitments to be reduced below the amount of any $5,000,000, the Banks shall have the right either to reduce the Revolving Credit Commitments to such reduction (which shall not be less than $10,000,000amount or to terminate the Revolving Credit Commitments, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agentwhole. The Aggregate Maximum Revolving Credit Amounts Commitments, once terminated reduced or reduced terminated, may not be reinstated. (b) In addition to any other reduction in Revolving Credit Commitments provided for herein, on each date upon which Senior Notes are issued, the aggregate Revolving Credit Commitments shall be reduced by an amount equal to the excess of (i) 100% of the Net Cash Proceeds from the issuance of such Senior Notes over (ii) the aggregate principal amount of Term Loans paid or prepaid pursuant to Section 2.8(c) in connection with such issuance. (c) [reserved]In addition to any other reduction in Revolving Credit Commitments provided for herein, in the event that, at any time or from time to time, Cannondale or the Administrative Agent shall receive Shareholder Note Proceeds in accordance with Section 4(j) of the Collateral Assignment of Shareholder Note, then the aggregate Revolving Credit Commitments shall be automatically reduced by an amount equal to the excess of (i) 100% of the Shareholder Note Proceeds over (ii) the aggregate principal amount of Term Loans paid or prepaid pursuant to Section 2.8(d) with such Shareholder Note Proceeds. (d) The Company shall have the right, without the consent of the Banks but subject With respect to the approval of the Agent (which consent shall not be unreasonably withheld)Bethel Mortgages, to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so event that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required Cannondale records a written notice pursuant to Section 5.05 as 49-2(c) of the Connecticut General Statutes (a result copy of such prepayment, and (ivwhich shall concurrently be given to the Administrative Agent) the Company shall not have terminating the right to increase have additional Borrowings or additional Letters of Credit secured by the Aggregate Maximum Bethel Mortgages or limiting such Borrowings or Letters of Credit Amounts pursuant Usage secured by the Bethel Mortgages to this Section 2.03(d) if any Default shall have occurred and be continuing not more than the Total Outstandings Amount at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office recording of such new commercial bank or other financial institution. In additionnotice, then the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation Banks and the delivery Swingline Bank shall have no further obligation to it make Loans hereunder and the Fronting Bank shall have no further obligation to issue Letters of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may behereunder.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. The Tranche A Aggregate Commitments shall at all times be equal to the lesser of (i) the Tranche A Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or (ii) the Tranche A Borrowing Base as determined from time to time. The Tranche B Aggregate Commitments shall at all times be equal to the lesser of (i) the Tranche B Aggregate Maximum Credit Amounts after adjustments resulting from the reduction pursuant to Section 2.03(b) or (ii) the Tranche B Borrowing Base as determined from time to time. (b) The Company Borrower shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time time, or from time to time time, upon not less than three (3) Business Days' prior notice to the Administrative Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and thereof, whether such termination or reduction is of the Tranche A Aggregate Maximum Credit Amounts or the Tranche B Aggregate Maximum Credit Amounts, the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 1,000,000 in excess thereof) ), and shall be irrevocable and effective only upon receipt by the Administrative Agent; provided, however, that (i) no termination or reduction of the Tranche B Aggregate Maximum Credit Amounts shall be made on or before June 30, 2003, without the prior written consent of the Tranche B Majority Lenders, and (ii) no termination or reduction of the Tranche B Aggregate Maximum Credit Amounts shall be made at any time without the prior written consent of the Tranche A Majority Lenders if at such time any Tranche A Loans or Letters of Credit would remain outstanding or any Tranche A Commitments exist. Each reduction in the Tranche A Aggregate Maximum Credit Amount shall apply pro rata to each Tranche A Lender based on its Tranche A Percentage Share, and each reduction in the Tranche B Aggregate Maximum Credit Amount shall apply pro rata to each Tranche B Lender based on its Tranche B Percentage Share. (c) The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. Credit Agreement ---------------- (a) The Aggregate aggregate amount of the Commitments under each Tranche shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeCommitment Termination Date for such Tranche. (b) The Company Applicable Borrowers, acting jointly, shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3i) Business Days' prior to terminate the Commitments under any Tranche so long as no Syndicated Loans or Money Market Loans are outstanding under such Tranche and (ii) to reduce the aggregate unused amount of the Commitments under any Tranche (for which purpose use of the Commitments under such Tranche shall be deemed to include the aggregate principal amount of all Money Market Loans under such Tranche); provided that (x) the Applicable -------- Borrowers shall give notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction as provided in Section 4.05 hereof, (y) each partial reduction under any Tranche shall aggregate to an integral multiple of $1,000,000 and not less than $10,000,000 and (z) no such termination or reduction of any Tranche shall be effected unless such notice shall have been given by each Applicable Borrower. (c) Notwithstanding anything to the contrary in Section 4.02 hereof, the Applicable Borrowers, acting jointly, shall have the right at any time or from time to time, so long as no Default has occurred and is continuing, (i) to terminate all Commitments of a Lender and (ii) to partially reduce the Commitments of a Lender; provided that (w) the aggregate amount of Commitments -------- terminated and partially reduced pursuant to this Section 2.04(c) shall not exceed at any time $200,000,000, (x) immediately after giving effect to any such termination or partial reduction, no Lender under any Tranche shall hold a Commitment under such Tranche in an aggregate amount exceeding 25% of the aggregate amount of Commitments under such Tranche, (y) each Applicable Borrower shall give the Administrative Agent and the Lenders at least 30 days' prior written notice of each such termination or partial reduction and (z) each such partial reduction of a Lender's Commitments shall be made pro rata according to the amounts of its Commitments under each Tranche in which notice such Lender is participating, and shall specify aggregate to an integral multiple of $1,000,000 and not less than $10,000,000 . On the effective date thereof of such termination or partial reduction, the Applicable Borrowers shall pay to the Administrative Agent, for the account of such Lender, in immediately available funds, an amount equal to (in the case of a termination) the outstanding principal of and interest on its Loans, or (in the case of a partial reduction) the outstanding principal of and interest on the reduced amount of its Loans, and any and all other amounts owing to such reduction Lender hereunder. Without prejudice to the survival of any of the agreements of the Borrowers hereunder, the agreements of the Borrowers contained in Sections 2.12, 5.01, 5.06, 11.03 and 11.13 hereof (which shall not be less than $10,000,000, or without duplication of any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt payments made to a Lender whose Commitments have been terminated by the Agent. Borrowers pursuant to this Section 2.04(c)) shall survive for the benefit of each Lender under this Section 2.04(c) with respect to the time prior to such termination. (d) The Aggregate Maximum Credit Amounts Commitments under any Tranche, once terminated or reduced reduced, may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Revolving Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and or (ii) the Borrowing Base as determined from time to time. (b) The Company Borrower shall have the right to terminate or to reduce the amount of the Aggregate Maximum Revolving Credit Amounts at any time time, or from time to time time, upon not less than three (3) Business Days' prior notice to the Administrative Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent. . (c) The Aggregate Maximum Revolving Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company Borrower shall have the right, without the consent of the Banks Lenders but subject to with the prior approval of the Agent (which consent shall Administrative Agent, not to be unreasonably withheld), to effectuate cause from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement Commitments of the Lenders by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), additional Lenders or by allowing one or more Banks Lenders to increase their Maximum Credit Amount hereunderrespective Commitments; provided, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: however (i) no Event of Default shall have occurred hereunder which is continuing, (ii) no such increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts Commitments hereunder exceeding $500,000,000125,000,000, (iiiii) no BankLender's Maximum Credit Amount Commitment shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepaymentLender's consent, and (iv) on the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if effective date of any Default shall have occurred and be continuing at the time of such increase. The Company , there shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may beno outstanding LIBOR Loans hereunder.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section Sections 2.03(b), 2.03(d) or increases pursuant to Section 2.03(d), and 2.03(e) hereof or (ii) the Borrowing Base as determined from time to time. (b) The Company Borrower shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three five (35) Business Daysdays' prior notice to the Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 1,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. . (c) Within the 30 day period ending September 30, 1998, and within the subsequent 30 day period ending on each September 30 thereof, the Borrower may request in writing that the Lenders extend the Termination Date for a period of one-year; provided, however, that any such extension shall require the consent of all of the Lenders, which consent may be withheld in each Lender's sole discretion. (d) If, as of any date of determination, the amount equal to Adjusted Consolidated Net Tangible Assets as of such day minus $35,000,000 is less than 110% of the aggregate amount of all Indenture Indebtedness (excluding Subordinated Indebtedness as defined in the Indenture) of the Parent Company and its Restricted Subsidiaries as of such day (the "Deficiency"), then outstanding then the Aggregate Maximum Credit Amounts shall be immediately reduced by an amount equal to such Deficiency. (e) The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts Amount after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (c) and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have Borrower has the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts Amount at any time time, or from time to time time, upon not less than three (3) Business Days' ’ prior notice to the Administrative Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 1,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent. . (c) The Aggregate Maximum Credit Amounts Amount shall be reduced by the amount of each mandatory reduction required to be made pursuant to Section 2.07(b). (d) At the time of any reduction or termination of the Maximum Credit Amount of any Lender pursuant to this Section 2.03 or Section 2.07(b) or on the Maturity Date, the Administrative Agent shall request the Deposit Bank to withdraw from the Deposit Account and to pay the same over to it, and shall return to such Lender, the Lender’s Deposit in an aggregate amount equal to such reduction (or the amount of the Maximum Credit Amount being terminated) and the Deposit Bank agrees that it shall, unless prohibited by any Governmental Authority, make such withdrawal. Any reduction or termination of the Aggregate Maximum Credit Amount pursuant to this Section 2.03 or Section 2.07(b) shall be permanent, with no obligation of the Lenders to reinstate any reduction or termination of the Aggregate Maximum Credit Amount, and the commitment fees provided for in Section 2.04(a) shall thereafter be computed on the basis of the Aggregate Maximum Credit Amount as so reduced. The Administrative Agent shall give each Lender prompt notice of any reduction or termination of the Aggregate Maximum Credit Amount. (e) (i) On the date of any voluntary reduction of or reduction due to the acceleration of the Obligations of the Aggregate Maximum Credit Amount made before April 18, 2008 the Borrower shall pay to the Administrative Agent for the ratable benefit of the Lenders the Applicable Premium and (ii) on the date of any mandatory reduction of the Aggregate Maximum Credit Amount made before April 18, 2008, the Borrower shall pay to the Administrative Agent for the benefit of each Lender a prepayment premium equal 3% of the amount of the reduction of such Lender’s Maximum Credit Amount. (f) On the date of any voluntary or mandatory reduction of or reduction due to the acceleration of the Obligations of the Aggregate Maximum Credit Amount made on or after April 18, 2008, the Borrower shall pay the Administrative Agent for the benefit of each Lender a prepayment premium equal to the percentage set forth below of the amount of the reduction of such Lender’s Maximum Credit Amount during any 12-month period beginning with the dates set forth below: Date reduced) April 18, 2008 3 % April 18, 2009 2 % April 18, 2010 1 % (g) Each reduction in the Aggregate Maximum Credit Amount shall apply pro rata to each Lender based on its Percentage Share, and the Aggregate Maximum Credit Amount once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate aggregate amount of the Revolving Commitments shall at all times be equal automatically reduced to zero on the Revolving Commitment Termination Date. The aggregate amount of the Term Commitments shall be automatically reduced to the lesser Reserved Term Commitment at 5:00 p.m., New York City time, on the Closing Date and to zero on the Term Loan Maturity Date. The aggregate amount of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions Term Commitments may be increased pursuant to paragraph (d) of this Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time2.03. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3i) Business Days' prior so long as no Revolving Loans are outstanding, to terminate the Revolving Commitments and (ii) to reduce the aggregate unused amount of the Revolving Commitments; provided that (x) the Company shall give notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice reduction as provided in Section 4.05 hereof and (y) each partial reduction shall specify the effective date thereof and the be in an aggregate amount of any such reduction at least equal to $25,000,000 (which shall not be less than $10,000,000, or any whole a larger multiple of $5,000,000 in excess thereof1,000,000). (c) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts Commitments of any Class once terminated or reduced may not be reinstated. (c) [reserved] (di) The Company shall have the right, without with the consent of the Banks but subject Administrative Agent and Motorola, at any time to increase the approval aggregate amount of the Agent Term Commitments as in effect on the date hereof by an amount not exceeding $750,000,000 by (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by a) adding to this Agreement (pursuant to one or more commercial banks joinder agreements in form and substance reasonably satisfactory to the Administrative Agent) one or other financial institutions more lenders with a Term Commitment or Term Commitments of up to the amount (who shall, upon completion or aggregate amount) of such increase (which lender or lenders shall thereupon become "Term Lenders" hereunder) and/or (b) enabling any Term Lender or Term Lenders to increase its (or their) Term Commitment (or Term Commitments) up to the requirements stated amount of any such increase (provided that in no event shall any Term Lender's Term Commitment be increased without the prior consent of such Term Lender). The Company shall not be permitted to increase the Term Commitments more than three times under this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that . Each such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts Term Commitments shall be in a minimum amount at least equal to $50,000,000 (or a larger multiple of $5,000,000). (ii) The increase in Term Commitments and the obligation of each relevant Term Lender to make a Term Loan pursuant to this Section 2.03(d) are subject to the conditions precedent that: (w) the Company shall have given the Administrative Agent notice of such increase at least 3 Business Days prior to the proposed date of such increase (the "Increased Term Commitment Date"); (x) both immediately prior to the making of such Term Loan or Term Loans and also giving effect thereto and the intended use thereof, each of the conditions set forth in clauses (a) through (e) of Section 6.03 hereof shall be satisfied; (y) such increase in Term Commitments and the making of such Term Loan or Term Loans would not result in any one Lender having more than 20% of the Aggregate Maximum Credit Amounts exceeding $500,000,000sum (determined without duplication) of the aggregate unused amount of the Commitments plus the aggregate outstanding principal amount of the Loans; and (z) the Agents shall have received the following documents, each of which shall be reasonably satisfactory to the Agents (or, to the extent specified herein, the Term Lenders making such Term Loan(s)): (A) an amendment to the Motorola Guarantee Agreement that increases the liability of Motorola thereunder by an amount at least equal to the amount of the increase in the Term Commitments, duly executed and delivered by Motorola and the Administrative Agent; (B) a certificate of a senior officer of the Company, dated the Increased Term Commitment Date, to the effect set forth in clauses (a), (b) and (e) of Section 6.03 hereof; (C) a certificate of a senior officer of Motorola, dated the Increased Term Commitment Date, to the effect set forth in clauses (c) and (d) of Section 6.03 hereof; and (D) for each of the Company and Motorola, such proof of corporate or other authority, legal opinions and other documents as the Agents or any relevant Term Lender may reasonably request; provided that the conditions precedent set forth in this clause (ii) no Bank's Maximum Credit Amount shall (other than in clauses (y) and (z)(A)) may, with respect to any such Term Loan, be increased waived by the Term Lender making such Term Loan without the consent of such Bank, the Agents or any other Lender. (iii) On the Company shall prepay all of the Loans Increased Term Commitment Date, (a) each relevant Term Lender shall, on the date of such increase terms and the Company may (subject to Sections 2.01the conditions of this Agreement, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver single Term Loan to the Company and each Bank a new Annex I reflecting in an amount equal to 99-1/3% of the new Percentage Share amount of each Bank and its Maximum Credit Amount. Finally, such Term Lender's Term Commitment (or the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount increase in such Term Lender's Term Commitment) as agreed under clause (i) above and (b) the Reserved Term Commitment shall be increased by an amount equal to 2/3 of each new commercial bank or other financial institution, or a replacement Note in 1% of the principal amount by which the aggregate amount of the Term Commitments is increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in on such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may bedate.

Changes of Commitments. (a) The Aggregate aggregate amount of the Commitments and the Swing Line Commitments shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeTermination Date. (b) The Company Borrowers shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon (i) so long as no Swing Line Loans, Syndicated Loans or Competitive Bid Option Loans are outstanding, to terminate the Commitments and (ii) to reduce the aggregate unused amount of the Commitments (for which purpose use of the Commitments shall be deemed to include the aggregate principal amount of all Swing Line Loans, Competitive Bid Option Loans and Syndicated Loans); provided -------- that (x) the Borrowers shall give notice of each such termination or reduction as provided in Section 4.05 and (y) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 or in whole multiples of $1,000,000 in excess thereof or, if less, the amount of the Available Commitments. (c) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrowers, may, at any time, replace any Lender that has requested compensation from any Borrower pursuant to Section 5.01 or 5.06 or whose obligations in respect of Eurodollar Loans or LIBOR Market Loans have been suspended pursuant to Section 5.03 by giving not less than three ten (310) Business Days' prior notice to the Administrative Agent (which shall promptly notify such Lender) that it intends to replace such Lender with respect to its Commitment with one or more banks or financial institutions (including, but not limited to, any other Lender under this Agreement) selected by the Banks) of each such termination or reduction, Borrowers and acceptable to the Administrative Agent (which notice acceptance shall specify not be unreasonably withheld). Upon the effective date thereof of any replacement under this Section 2.05(c) and as a condition to such replacement, (i) the replacement bank or financial institution shall purchase the Loans of the Lender being replaced and such Lender's rights hereunder for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus accrued and unpaid interest on such Loans and accrued and unpaid Facility Fees or Utilization Fees and any other amounts payable to such Lender hereunder and (ii) an Assignment and Acceptance shall be executed and delivered by such Lender and replacement bank or financial institution at the expense of the Borrowers and accepted by the Administrative Agent as provided in Section 13.06(b), whereupon such replacement bank or financial institution shall become a "Lender" for all purposes of this Agreement having a Commitment in the amount of any such reduction (which shall not be less than $10,000,000Lender's Commitment assumed by it, or any whole multiple and such Commitment of $5,000,000 in excess thereof) and the Lender being replaced shall be irrevocable terminated upon such effective date and effective only upon receipt all of such Lender's rights and obligations under this Agreement shall terminate (provided that the obligations -------- of the Borrowers under Sections 5.01, 5.05, 5.06 and 13.03 to such Lender shall survive such replacement as provided in Section 13.07). If the Commitment of the Reference Lender shall terminate (other than pursuant to Section 11 hereof) such Reference Lender shall thereupon cease to be the Reference Lender and the Administrative Agent (with the approval of the Borrowers, such approval not to be unreasonably withheld) shall, by notice to the Agent. Borrowers and the Lenders, designate another Lender as the Reference Lender, so that there shall at all times be a Reference Lender. (d) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Company shall have the right at any time or from time to time (i) to terminate or reduce the aggregate unused amount of the Term Loan Commitments, (ii) so long as no Revolving Credit Loans, Swingline Loans or Letter of Credit Liabilities are outstanding, to terminate the Revolving Credit Commitments and (iii) to reduce the aggregate unused amount of the Revolving Credit Commitments (for which purpose use of the Revolving Credit Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities); PROVIDED that (x) the Company shall give notice of each such termination or reduction as provided in Section 4.05 hereof, (y) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 (or a larger multiple of $1,000,000) and (z) the aggregate amount of the Revolving Credit Commitments shall at no time be less than the aggregate outstanding principal amount of all times be equal to the lesser Revolving Credit Loans, Swingline Loans and Letter of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeLiabilities. (b) Any portion of the Term Loan Commitments not used on the Effective Date shall terminate automatically at the close of business on the Effective Date. CREDIT AGREEMENT (c) The Company shall have the right to terminate or to reduce the unused amount of the Aggregate Maximum Credit Amounts Swingline Commitment at any time or from time to time upon on not less than three (3) Business Days' prior notice to the Administrative Agent (which shall promptly notify the BanksSwingline Lender and each Lender) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple in integral multiples of $5,000,000 in excess thereof100,000) and shall be irrevocable and effective only upon receipt by the Administrative Agent. . (d) The Aggregate Maximum Credit Amounts Commitments of any Class (including the Swingline Commitment) once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b2.03(c) hereof or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base Available Amount as determined from time to time. (b) The Company Available Amount as of the Effective Date shall be $40,000,000. From time to time the Borrower may request an increase in the Available Amount by written notice to the Agent whereupon the Agent will notify the Lenders of such request. Any such increase shall require the consent of all the Lenders, which consent shall be within their sole and absolute discretion. If all the Lenders have not given their consent to the requested increase within ten (10) Business Days of the Agent's receipt of such request, such request shall be deemed denied. In no event shall the aggregate of any such increases exceed the Discretionary Amount. (c) The Borrower shall have the right to terminate or to reduce the amount of either the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the BanksLenders) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 5,000,000 or any whole multiple of $5,000,000 1,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. . (d) The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to the lesser of Upon (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions any sale of LP Units, Subordinated Units, IDRs or GP Interests pursuant to Section 2.03(b10.14(f), or (ii) any sale, exchange or increases conveyance of Compression Assets to the UCLP Group resulting in cumulative Net Proceeds exceeding $100,000,000 pursuant to Section 2.03(d10.14(b), and the Aggregate US Tranche Commitments shall automatically reduce by an amount equal to 50% of the Net Proceeds from such sale, exchange or conveyance, such amount to be set forth in reasonable detail in an officer’s certificate of Holdings delivered promptly or within five (ii5) Business Days after the Borrowing Base effectiveness of such sale, exchange or conveyance; provided, however that any sale of LP Units as determined from time a result of an over-allotment option pursuant to timea public offering will not be considered a sale that would result in a reduction to the Aggregate US Tranche Commitments. (b) The Company US Borrowers shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts US Tranche Commitments at any time time, or from time to time time, upon not less than three (3) Business Days' ’ prior notice to the US Administrative Agent (which shall promptly notify the BanksLenders including the Canadian Administrative Agent) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 500,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the US Administrative Agent. The ; provided that, any termination in full of the Aggregate US Tranche Commitments pursuant to Section 2.03(b) shall automatically terminate in full the Canadian Allocated Maximum Credit Amounts once terminated or reduced may not be reinstatedTotal Commitments. (c) [reserved] (d) The Company US Borrowers shall have the rightright to allocate (or reallocate, without the consent if previously allocated) a portion of the Banks but subject Aggregate US Tranche Commitments as the Canadian Allocated Total Commitments by notice to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d)US Administrative Agent; provided that: that (i) no increase in any such notice shall be received by the Aggregate Maximum Credit Amounts pursuant US Administrative Agent not later than 11:00 a.m. Eastern time ten (10) Business Days prior to this Section 2.03(dthe date such allocation or reallocation shall become effective which effective date may only occur six (6) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000times per calendar year, (ii) no Bank's Maximum Credit Amount any such allocation or reallocation shall be increased without in an aggregate amount of $5,000,000 or any whole multiple in excess thereof and after giving effect thereto, the consent of such BankCanadian Allocated Total Commitments shall not exceed the Canadian Allocated Maximum Total Commitments, or shall be a reallocation to zero, (iii) the Company shall prepay all of the outstanding US Tranche Loans on the date of such increase and the Company may (subject will be reallocated according to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares US Tranche Percentages and if outstanding US Dollar LIBOR Loans are required to be terminated, the Borrowers shall make pay any payments required amounts pursuant to Section 5.05 as a result of such prepayment5.01 and Section 2.04(a), and (iv) the Company US Borrowers shall not have the right to increase allocate or reallocate any portion of the Aggregate Maximum US Tranche Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (A) the US Tranche Credit Amounts pursuant to this Section 2.03(dExposure would exceed the Aggregate US Tranche Commitments, (B) if the Canadian Tranche Credit Exposure would exceed the Canadian Allocated Total Commitments and (C) any Default shall have occurred and be continuing at the time of such increaseUS Tranche Revolving Lender’s US Tranche Commitment would not equal or exceed its US Tranche Credit Exposure or any Canadian Tranche Revolving Lender’s Canadian Allocated Commitment would not equal or exceed its Canadian Tranche Credit Exposure. The Company shall give allocation will be effected by reducing the US Tranche Commitment of each US Tranche Revolving Lender that is or has a branch or an Affiliate that is a Canadian Tranche Revolving Lender by the amount that its or its branch’s or Affiliate’s Canadian Allocated Commitment is increased. For any reallocation, its or its branch’s or Affiliate’s Canadian Allocated Commitment will be reduced by the amount that its US Tranche Commitment is increased. Any US Tranche Revolving Lender that is not or has no branch or Affiliate that is a Canadian Tranche Revolving Lender will not have its US Tranche Commitment affected. The US Administrative Agent three will (3x) Business Days' prior written promptly notify the Canadian Administrative Agent and the US Tranche Revolving Lenders and the Canadian Tranche Revolving Lenders of any such notice of its intent to increase allocation or reallocation of the Aggregate Maximum Credit Amounts pursuant US Tranche Commitments and the amount of their respective Canadian Allocated Commitments, (y) prepare and provide to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if anythe Borrowers, the changes in amounts of Aggregate Maximum Credit Amounts that will result, Canadian Administrative Agent and the other Lenders such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I documentation reflecting the new Percentage Share US Tranche Commitments and Canadian Allocated Commitments giving effect to such allocation or reallocation and (z) notify all Lenders of each Bank the Aggregate US Tranche Commitments and its Maximum Credit Amount. FinallyCanadian Allocated Total Commitments upon the effectiveness of such allocation or reallocation, which effectiveness shall require no vote or consent of any Lender. (d) At any time during which no Canadian Allocation Period exists, the Company shall execute and deliver US Borrowers may at such time permanently terminate their right to allocate a Note, in substantially the form of Exhibit A, in the principal amount portion of the Maximum Credit Amount of each new commercial bank or other financial institutionAggregate US Tranche Commitments as the Canadian Allocated Total Commitments, or a replacement Note in at which time the principal amount obligations of the increased Maximum Credit Amount of Canadian Borrowers hereunder and each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered Guaranty pursuant to this Section 2.03(dARTICLE XIV shall automatically terminate, and thereafter no US Tranche Revolving Lender nor any Canadian Tranche Revolving Lender shall have any Canadian Allocated Commitment. (e) The Aggregate US Tranche Commitments once terminated or reduced pursuant to Sections 2.03(a) and (b), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case respectively may benot be reinstated except pursuant to Section 2.15.

Changes of Commitments. (a) The Aggregate Commitments shall at all times be equal to Company, as Acquisition/Construction Agent for the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d)Lessor, and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of of, or, prior to utilization thereof, terminate, the Aggregate Maximum Credit Amounts Loan Commitments and the Lessor Investment Commitment, at any time or from time to time upon not less than three (3) Business Days' Days prior written notice to the Agent (which shall promptly notify the BanksLenders and the Lessor) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 1,000,000 or any whole multiple of $5,000,000 250,000 in excess thereof, with respect to the Aggregate Loan Commitments) and shall be irrevocable and effective only upon receipt by the Agent. Any request for a reduction in the amount of the Commitments shall be pro rata among the Aggregate Loan Commitments and the Lessor Investment Commitment so that, at all times, 3% of the Aggregate Commitments will be comprised of the Lessor Investment Commitment and 97% of the Aggregate Commitments will be comprised of the Aggregate Loan Commitments. The Aggregate Maximum Credit Amounts Loan Commitments and the Lessor Investment Commitment once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company . In no event shall have the rightLessor Investment Commitment be reduced below the outstanding principal amount of Lessor Investment Payments, without the consent of the Banks but subject to the approval of the Agent (which consent nor shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of Loan Commitments be reduced below the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the aggregate outstanding principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may beLoans. The Company shall also deliver other documents may elect to repay, pro rata, the Lessor Investment sufficient to maintain the Required Percentage Composition and/or to give effect to any proposed reduction of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may beCommitments.

Changes of Commitments. (a) The Aggregate aggregate amount of the Commitments shall at all times be equal automatically reduced to zero on the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeCommitment Termination Date. (b) The Company shall have the right to terminate or to reduce the aggregate unused amount of the Aggregate Maximum Credit Amounts Commitments at any time or from time to time upon not less than three (3) Business Days' Days prior notice to the Administrative Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, 5,000,000 or any whole higher integral multiple of $5,000,000 in excess thereof1,000,000) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that (i) after giving effect to each such reduction, the aggregate amount of the Commitments shall be at least equal to the sum of the aggregate outstanding principal amount of the Loans and the aggregate outstanding amount of Letters of Credit Liabilities; (ii) no such termination of the Commitments may be effected while any Loans are outstanding; and (iii) no such termination may be effected while any Letters of Credit are outstanding unless concurrently with notice of such termination the Company shall pay the Administrative Agent an amount in immediately available funds equal to the aggregate Letter of Credit Liabilities with respect to all such Letters of Credit ____ plus any accrued fees payable under Section 2.5 hereof ____ plus (without duplication) any letter of credit fees payable thereafter with respect to such Letters of Credit. Any amount so paid to the Administrative Agent shall be deposited in a cash collateral account and invested, reinvested and used and applied by the Administrative Agent as a Collateral Account pursuant to Section 9.2 hereof. No Bank's participation in any such Letter of Credit shall be affected by the termination of its Commitment in such circumstances. (c) The Aggregate Maximum Credit Amounts Commitments once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the rightmay, without the consent of the Banks but subject by giving written notice to the approval of Administrative Agent not less than 90 nor more than 120 days prior to the Agent date occurring one year prior to the then Commitment Termination Date, request that the Commitment Termination Date, be extended for one year (which consent provided that not more than one such one-year extension shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks permitted hereunder). Each Bank may, in its sole discretion, agree to such extension or by allowing one or more Banks reject such extension (and the failure of a Bank to increase their Maximum Credit Amount hereunder, so respond to such request within 60 days shall be deemed to signify that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of Bank has rejected such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(drequest). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in In the case of a new commercial bank or other financial institutionany Bank that agrees to such extension, shall (among other matters) specify the Applicable Lending Office of but not any Bank not agreeing to such new commercial bank or other financial institution. In additionextension, the Agent Commitment Termination Date shall prepare and deliver be the date one year after the Commitment Termination Date previously in effect, so long as Banks holding Commitments in an aggregate amount equal to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount at least two-thirds of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing total Commitments at such time have agreed to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may beextension.

Changes of Commitments. (a) The Aggregate Company shall have the right at any time or from time to time (i) to terminate or reduce the aggregate unused amount of the Term Loan Commitments, (ii) so long as no Revolving Credit Loans, Swingline Loans or Letter of Credit Liabilities are outstanding, to terminate the Revolving Credit Commitments and (iii) to reduce the aggregate unused amount of the Revolving Credit Commitments (for which purpose use of the Revolving Credit Commitments shall be deemed to include the aggregate amount of Letter of Credit Liabilities); provided that (x) the Company shall give notice of each such termination or reduction as provided in Section 4.05 hereof, (y) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 (or a larger multiple of $1,000,000) and (z) the aggregate amount of the Revolving Credit Commitments shall at no time be less than the aggregate outstanding principal amount of all times be equal to the lesser Revolving Credit Loans, Swing Line Loans and Letter of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to timeLiabilities. (b) Any portion of the Term Loan Commitments not used on the Effective Date shall terminate automatically at the close of business on the Effective Date. (c) The Company shall have the right to terminate or to reduce the unused amount of the Aggregate Maximum Credit Amounts Swingline Commitment at any time or from time to time upon on not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the BanksSwingline Lender and each Lender) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple in integral multiples of $5,000,000 in excess thereof100,000) and shall be irrevocable and effective only upon receipt by the Agent. . (d) The Aggregate Maximum Credit Amounts Commitments of any Class (including the Swingline Commitment) once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.