Common use of Extension of Commitments Clause in Contracts

Extension of Commitments. The Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. (a) The Company Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 30 days and not more than 60 days prior to any anniversary of the Effective Commitment Termination Date (an “Effectiveness Anniversary”)then in effect, request that the Lenders extend the Maturity Commitment Termination Date and the Commitments for an additional period of one yearnot more than 364 days as specified in such notice. Any such notice shall specify any fees that the Borrower agrees to pay as consideration for such extension, any changes to the Applicable Facility Fee Rate, Applicable Margin, and/or Applicable Utilization Fee Rate that will apply during the term of such extension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Each Lender shall, by notice to the Company Borrower and the Administrative Agent given not earlier than the 30th day and not later than the 20th 15th day after prior to the date of the Administrative Agent’s receipt of the Company’s extension requestCommitment Termination Date then in effect, advise the Company Administrative Agent and the Borrower whether or not it agrees to such extension on the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)terms set forth in such notice. Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension. (b) If (and only if) Lenders (including any Lenders becoming parties to this Agreement as contemplated by the last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extend the Commitment Termination Date (each such Lender being called an "Extending Lender", and Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Borrower shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to the Commitment Termination Date then in effect, the Commitment Termination Date shall be extended as to such Extending Lenders for the additional period and on the terms specified in the Borrower's notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the Borrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of the Commitment Termination Date in effect prior to such extension request, then the Maturity Date shall, pursuant to which such terms shall be given effect as to the Consenting Borrower and the Extending Lenders and, to the extent consistent with Section 10.11, the other Lenders. (c) If less than all the Lenders consent to any extension request pursuant to paragraph (a), the Administrative Agent shall promptly so notify the Extending Lenders, be extended and each Extending Lender may, in its sole discretion, give written notice to the first anniversary Administrative Agent not later than 10 days prior to the Commitment Termination Date in effect prior to giving effect to the extension provided for in paragraph (b) (the "Existing Commitment Termination Date") of the Maturity amount of the Non-Extending Lenders' Commitments, together with the corresponding amount of such Non-Extending Lenders' outstanding Loans and obligations and interests in respect of outstanding L/C Obligations (such corresponding amount of Loans and obligations and interests in respect of outstanding L/C Obligations being collectively referred to as the "Related Credit Extensions"), it is willing to accept and assume. If such Extending Lenders are willing to accept and assume Commitments and Related Credit Extensions in an aggregate amount that exceeds the amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders, the Non-Extending Lenders' Commitments and Related Credit Extensions shall be allocated among Extending Lenders willing to accept and assume such Commitments and Related Credit Extensions in such amounts as shall be agreed between the Borrower and the Administrative Agent, and such Commitments and Related Credit Extensions shall be assigned, accepted and assumed in accordance with the provisions of Section 10.10. If after giving effect to the assignments described above the full amount of the Commitments and Related Credit Extensions of the Non- Extending Lenders would not be assigned, accepted and assumed as set forth above prior to the Commitment Termination Date, the Borrower may (i) arrange for one or more Extending Lenders or other assignees eligible to become Lenders hereunder (each, an "Extension Assuming Lender"), to accept and assume the unassigned amounts of the Commitments and Related Credit Extensions of the Non- Extending Lenders in accordance with Section 10.10 and become parties hereto with all the rights and obligations of Lenders hereunder, or (ii) subject to the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments to an amount equal to the aggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of the Existing Commitment Termination Date. On the Existing Commitment Termination Date: (i) the Extending Lenders and Extension Assuming Lenders shall pay to the Non-Extending Lenders the principal amount of any outstanding Loans made by such Non-Extending Lenders, and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.13(d), all as assigned, accepted and assumed in accordance with this paragraph (c), together with any accrued interest thereon as of the Existing Commitment Termination Date; (ii) any accrued fees and other amounts payable hereunder to any Non-Extending Lender as of the Existing Commitment Termination Date theretofore shall be paid to such Non-Extending Lender by the Borrower or by such Extending Lenders and Extension Assuming Lenders, as may be agreed by such parties; and (iii) with respect to any such Extension Assuming Lender, the applicable processing and recordation fee required under Section 10.10 shall be paid. The Commitment of any Extension Assuming Lender shall in effectno event be less than $5,000,000 (subject to the fourth sentence of Section 10.10(b)) unless the Commitment of a Non-Extending Lender as of the Existing Termination Date is less than $5,000,000, in which case such Extension Assuming Lender may accept and assume all of such lesser amount. Any such Non-Extending Lender's rights under Sections 2.12, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6, shall survive such substitution as to matters occurring on or prior to the Existing Commitment Termination Date (and if such Non-Extending Lender shall continue to have Loans outstanding after the Existing Commitment Termination Date, shall continue in effect following the Existing Commitment Termination Date). At least three Business Days prior to the proposed effective date of any extension of the Commitment Termination Date pursuant to this Section, (A) each Extension Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in a form approved by the Administrative Agent and the Borrower evidencing such Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by such Extension Assuming Lender, such Non-Extending Lender a Commitment and Related Credit Extensions of which is being assigned to and accepted and assumed by such Extension Assuming Lender, the Borrower and the Administrative Agent, and (B) each Extending Lender, if any, shall have delivered written confirmation satisfactory to the Borrower and the Administrative Agent as to any increase in the amount of its Commitment and Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Extending Lenders. As of and following the effective date of any extension made pursuant to this Section, each Extension Assuming Lender shall be a Lender for all purposes of this Agreement. (d) The decision to agree or withhold agreement to any Maturity requested extension of the Commitment Termination Date extension hereunder shall be at the sole discretion of each Lender. The If the Commitment Termination Date shall have been extended as provided in paragraph (b) above, the Commitment of any Declining Non-Extending Lender shall terminate on the Existing Commitment Termination Date, and the term "Maturity Date", as used herein, shall mean, as to the Related Credit Extensions of such Non-Extending Lender (to the extent not assumed pursuant to paragraph (c)), the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. The Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year; provided that, after giving effect to any such extension, the Maturity Date as so extended may not be more than five years after the applicable Extension Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in first date on which such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer consent of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.the

Extension of Commitments. The Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year; provided that, after giving effect to any such extension, the Maturity Date as so extended may not be more than five years after the applicable Extension Closing Date. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then then, effective as of the Extension Closing Date with respect thereto, the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent Agent, each Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of The Availability Period and the Maturity Date (without taking into consideration any extension pursuant to this paragraph shall become effective unless (A) Section 2.19), as such terms are used in reference to any Issuing Bank or any Letters of Credit issued by such Issuing Bank or the conditions set forth in Sections 4.02(a) (but Swingline Lender or any Swingline Loans made by the Swingline Lender, may not be extended without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect prior written consent of such extension to the Administrative Agent and the Lenders shall have been paid.Issuing Bank or the

Extension of Commitments. (a) The Company Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) given not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”)December 24, 2003, request that the Lenders extend the Maturity Commitment Termination Date and the Commitments for an additional period of one yearnot more than 364 days as specified in such notice. Any such notice shall specify any fees that the Borrower agrees to pay as consideration for such extension, any changes to the Applicable Facility Fee Rate, Applicable Margin, and/or Applicable Utilization Fee Rate that will apply during the term of such extension and the amendments, if any, to the covenants contained herein or other provisions hereof proposed by the Borrower to be applicable during the term of such extension. Each Lender shall, by notice to the Company Borrower and the Administrative Agent given not earlier than the 30th day and not later than the 20th 15th day after the date of the Administrative Agent’s receipt of the Company’s extension requestprior to December 24, 2003, advise the Company Administrative Agent and the Borrower whether or not it agrees to such extension on the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)terms set forth in such notice. Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension. (b) If (and only if) Lenders (including any Lenders becoming parties to this Agreement as contemplated by the last sentence of paragraph (c) below) holding more than 50% of the Commitments in effect prior to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extend the Commitment Termination Date (each such Lender being called an extension request"Extending Lender", then and Lenders not having so agreed being called "Non-Extending Lenders"), then, if the Maturity Borrower shall so elect in a notice delivered to the Administrative Agent not earlier than the 15th day and not later than the 10th day prior to December 24, 2003, the Commitment Termination Date shallshall be extended as to such Extending Lenders for the additional period and on the terms specified in the Borrower's notice provided for under paragraph (a) and, if such terms vary from those contained in this Agreement, the Borrower and the Extending Lenders shall enter into an amendment to this Agreement to be effective as of December 24, 2003, pursuant to which such terms shall be given effect as to the Consenting Borrower and the Extending Lenders and, to the extent consistent with Section 10.11, the other Lenders. (c) If less than all the Lenders consent to any extension request pursuant to paragraph (a), the Administrative Agent shall promptly so notify the Extending Lenders, be extended and each Extending Lender may, in its sole discretion, give written notice to the first anniversary Administrative Agent not later than 10 days prior to December 24, 2003, of the Maturity amount of the Non-Extending Lenders' Commitments, together with the corresponding amount of such Non-Extending Lenders' outstanding Loans and obligations and interests in respect of outstanding L/C Obligations (such corresponding amount of Loans and obligations and interests in respect of outstanding L/C Obligations being collectively referred to as the "Related Credit Extensions"), it is willing to accept and assume. If such Extending Lenders are willing to accept and assume Commitments and Related Credit Extensions in an aggregate amount that exceeds the amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders, the Non-Extending Lenders' Commitments and Related Credit Extensions shall be allocated among Extending Lenders willing to accept and assume such Commitments and Related Credit Extensions in such amounts as shall be agreed between the Borrower and the Administrative Agent, and such Commitments and Related Credit Extensions shall be assigned, accepted and assumed in accordance with the provisions of Section 10.10. If after giving effect to the assignments described above the full amount of the Commitments and Related Credit Extensions of the Non-Extending Lenders would not be assigned, accepted and assumed as set forth above prior to December 24, 2003, the Borrower may (i) arrange for one or more Extending Lenders or other assignees eligible to become Lenders hereunder (each, an "Extension Assuming Lender"), to accept and assume the unassigned amounts of the Commitments and Related Credit Extensions of the Non-Extending Lenders in accordance with Section 10.10 and become parties hereto with all the rights and obligations of Lenders hereunder, or (ii) subject to the requirements of paragraph (b) above, reduce the aggregate amount of the Commitments to an amount equal to the aggregate amount of Commitments held by all Extending Lenders and Extension Assuming Lenders all as of December 24, 2003. On December 24, 2003: (i) the Extending Lenders and Extension Assuming Lenders shall pay to the Non-Extending Lenders the principal amount of any outstanding Loans made by such Non-Extending Lenders, and any outstanding amounts paid by such Non-Extending Lenders pursuant to Section 2.14(d), all as assigned, accepted and assumed in accordance with this paragraph (c), together with any accrued interest thereon as of December 24, 2003; (ii) any accrued fees and other amounts payable hereunder to any Non-Extending Lender as of December 24, 2003 shall be paid to such Non-Extending Lender by the Borrower or by such Extending Lenders and Extension Assuming Lenders, as may be agreed by such parties; and (iii) with respect to any such Extension Assuming Lender, the applicable processing and recordation fee required under Section 10.10 shall be paid. The Commitment of any Extension Assuming Lender shall in no event be less than $5,000,000 (subject to the fourth sentence of Section 10.10(b)) unless the Commitment of a Non-Extending Lender as of December 24, 2003 is less than $5,000,000, in which case such Extension Assuming Lender may accept and assume all of such lesser amount. Any such Non-Extending Lender's rights under Sections 2.13, 3.3, 8.3, 10.3, and 10.13, and its obligations under Section 9.6, shall survive such substitution as to matters occurring on or prior to December 24, 2003, (and if such Non-Extending Lender shall continue to have Loans outstanding after December 24, 2003, shall continue in effect following December 24, 2003). At least three Business Days prior to the proposed effective date of any extension of the Commitment Termination Date theretofore pursuant to this Section, (A) each Extension Assuming Lender, if any, shall deliver to the Borrower and the Administrative Agent an Assignment Agreement or other agreement in effecta form approved by the Administrative Agent and the Borrower evidencing such Extension Assuming Lender's Commitment and Related Credit Extensions, duly executed by such Extension Assuming Lender, such Non-Extending Lender a Commitment and Related Credit Extensions of which is being assigned to and accepted and assumed by such Extension Assuming Lender, the Borrower and the Administrative Agent, and (B) each Extending Lender, if any, shall have delivered written confirmation satisfactory to the Borrower and the Administrative Agent as to any increase in the amount of its Commitment and Related Credit Extensions resulting from its acceptance and assumption of all or a portion of the Commitments and Related Credit Extensions of the Non-Extending Lenders. As of and following the effective date of any extension made pursuant to this Section, each Extension Assuming Lender shall be a Lender for all purposes of this Agreement. (d) The decision to agree or withhold agreement to any Maturity requested extension of the Commitment Termination Date extension hereunder shall be at the sole discretion of each Lender. The If the Commitment Termination Date shall have been extended as provided in paragraph (b) above, the Commitment of any Declining Non-Extending Lender shall terminate on December 24, 2003, and the Maturity term "Commitment Termination Date", as used herein, shall mean, as to the Related Credit Extensions of such Non-Extending Lender (to the extent not assumed pursuant to paragraph (c)), the Commitment Termination Date in effect as to such Lender prior to giving effect to any such extension extension. (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayede) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Commitment Termination Date pursuant to this paragraph shall become effective under this Section unless (Ai) the conditions set forth in Sections 4.02(a) paragraphs (but without giving effect to the parenthetical thereinb) and 4.02(b(c) of Section 4.2 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) on December 24, 2003, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by the President or a Financial Officer Vice President of the CompanyBorrower, and (Bii) the Administrative Agent shall have received an opinion (with sufficient copies for each of counsel for the Company Lenders (other than any Non-Extending Lenders)) documents consistent with those delivered under clause (i) of Section 4.1 (a) as to the corporate power and authority of the Company Borrower to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension agreed). (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with a Lender or other financial institution approved by the approval of the Administrative Agent (such approval not to be unreasonably withheld), conditioned or delayed) that will agree each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a request for the extension of the Maturity DateCommitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting Lender. Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bd) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of this Agreement and the Company to borrow and perform its obligations hereunder after giving effect to Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paidto cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date.

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension --------- Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative Agent ------------------- (which shall promptly deliver a copy transmit the same to each Lender) a notice (an "Extension --------- Request") requesting that the Revolving Termination Date be extended for an ------- additional 364 days commencing on the then existing Revolving Termination Date. Not earlier than the date which is 30 days (but not later than 20 days) prior to the then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), each Lender ------------------------ (in its sole and absolute discretion and after conducting an internal credit review of the LendersBorrower) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

Extension of Commitments. (i) The Company may, on not so long as no Default then exists and the representations and warranties of the Borrowers contained herein are true and correct at the time of notice, at any time after the FirstSecond Amendment Effective Date but prior to the then existing Commitment Termination Date (the “Existing Commitment Termination Date”), propose to extend the Existing Commitment Termination Date for an additional one year period measured from the Existing Commitment Termination Date; provided that in no event may the Company request more than two occasions during extensions of the term Commitment Termination Date pursuant to this Section 2.01(b)(i); and provided further that the Commitment Termination Date, after giving effect to any such extension, shall not be later than five years after the effective date of this Agreement, by written notice to the such extension. The Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that notify the Lenders extend the Maturity Date and the Commitments for an additional period of one yearreceipt of such request. Each Lender shallshall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Company and the Administrative Agent given not later than within 30 days. Subject to the 20th day after execution by the date of Borrowers, the Administrative Agent’s receipt Agent and such Lenders of a duly completed Extension Agreement in substantially the Company’s extension requestform of Exhibit E, advise the Company whether or not it agrees Commitment Termination Date applicable to the requested extension (Commitment of each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised affirmatively notifying the Company and the Administrative Agent by shall be extended for the period specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in an aggregate amount equal to at least 51% of the Commitments in effect at the time any such day extension is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Company and the Administrative Agent shall be deemed to have declined elected not to agree to such extension extend as requested, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion Commitment of each Lender. The Commitment of any Declining non-extending Lender shall terminate on the Maturity its Commitment Termination Date in effect as to such Lender prior to determined without giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Daterequested extension. The Company shall have the rightmay, pursuant to and in accordance with Section 2.16(b)8.05, at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender designate another bank or other financial institution approved (which may be, but need not be, an extending Lender) to replace a non-extending Lender. On the date of termination of any L▇▇▇▇▇’s Commitment as contemplated by this paragraph, the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension respective participations of the Maturity Date, other Lenders in all outstanding Letters of Credit and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) Swingline Loans shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and redetermined on the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer basis of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder their respective Commitments after giving effect to such extensiontermination, and (C) all fees the participation therein of the Lender whose Commitment is terminated shall terminate; provided that the Borrowers shall, if and expenses owing in respect of such extension to the Administrative Agent extent necessary to permit such redetermination of participations in Letters of Credit and Swingline Loans within the Lenders shall limits of the Commitments which are not terminated, prepay on such date all or a portion of the outstanding Loans or, to the extent that such redetermination cannot be effected within the limits of the Commitments even after all outstanding Loans have been paidprepaid, then the Borrowers shall Cash Collateralize the Letters of Credit to the extent of the excess, and such redetermination and termination of participations in outstanding Letters of Credit and Swingline Loans shall be conditioned upon their having done so.

Extension of Commitments. (a) The Company may, on not more than two occasions during the term of this Agreement, Borrower may request by written notice (an “Extension Request Notice”) to the Administrative Agent (which shall promptly deliver a copy to each of notify the Lenders), given during any period beginning on (and including) not less than 30 days and not more than the day that is 60 days prior to an anniversary of the Closing Date and ending on (and including) the day that is 45 days prior to such anniversary, but in no event later than 30 days prior to the latest Stated Maturity Date for any Lender, that the Lenders extend their respective Commitments for an additional year; provided that the Borrower may effectuate an extension pursuant to this Section 2.15 only two times; provided further that the Borrower agrees that, if a Default or Event of Default has occurred and is continuing on the date of any such request, such request shall be accompanied by a statement of a Responsible Officer of the Borrower stating that a Default or Event of Default has occurred and is continuing on such date. If a Lender agrees, in its sole and absolute discretion, so to extend its Commitment, it will give notice to the Administrative Agent of its decision to do so within the ten day period following the date of such Extension Request Notice. Promptly following expiration of such ten day period, the Administrative Agent will notify the Borrower and the Lenders of the Lenders from which it has received such a notice agreeing so to renew (“Extending Lenders”). Any failure by a Lender so to notify the Administrative Agent shall be deemed to be a decision by such Lender not to extend its Commitment (each a “Non-Extending Lender”). (b) If all Lenders elect so to extend their respective Commitments, the Stated Maturity Date for each Lender shall automatically become the date that is one year following the Stated Maturity Date for such Lender as in effect immediately prior to such extension. (c) The Borrower shall have the right, on or before the anniversary of the Effective Date in respect of which an Extension Request Notice is given, to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “Effectiveness AnniversaryAdditional Commitment Lender”)) as provided in Section 10.06, request that the each of which Additional Commitment Lenders extend the Maturity Date shall have entered into an Assignment and the Commitments for an additional period of one year. Each Acceptance pursuant to which such Additional Commitment Lender shall, by notice effective as of such anniversary, undertake a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to any other Commitment of such Lender hereunder on such date). (d) If the Company Commitments of the Extending Lenders and the Administrative Agent given not later than the 20th day after the date Additional Commitment Lenders aggregate 50% or less of the Administrative Agent’s receipt Aggregate Commitments, none of the Company’s extension request, advise Commitments (including the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Extending Lender) will be extended, and the Stated Maturity Date for each Lender shall terminate on remain unchanged. (e) If the Commitments of the Extending Lenders and the Additional Commitment Lenders aggregate greater than 50% and less than 100% of the Aggregate Commitments, (i) the Stated Maturity Date for each Lender that is an Extending Lender or an Additional Commitment Lender shall automatically become the date that is one year following the Stated Maturity Date for such Lender (or in the case of an Additional Commitment Lender that was not already a Lender, one year following the Stated Maturity Date of the Lender it replaced) as in effect as to such Lender immediately prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, (ii) the Stated Maturity Date for each Lender that is a Non-Extending Lender shall remain unchanged and (Ciii) each Additional Commitment Lender shall thereupon become a “Lender” for all fees purposes of this Agreement with a Commitment as contemplated by Section 2.15(c). (f) The election by any Lender to extend at any time shall not obligate such Lender to extend at any other time, it being agreed that each election of any Lender to extend or not extend shall be made by such Lender in its sole and expenses owing in respect of absolute discretion and that such extension discretion shall not be limited by any prior election to extend. (g) The Borrower agrees to deliver to the Administrative Agent and on each date that any extension pursuant to this Section 2.15 becomes effective a certificate of an officer of the Lenders shall have been paidBorrower to the effect that on such date the Borrower has satisfied all conditions that would be required pursuant to Article IV for a Revolving Borrowing on such date (other than the giving of a Revolving Loan Notice).

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”agreed). The principal amount Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or the decision of the Lenders regarding the Company’s request for an extension of the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Termination Date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with a Lender with, and add as “Lenders” under this Agreement, one or more banks or other financial institution approved by institutions (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent and each Swing Line Lender (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such approval not Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Datesuch ▇▇▇▇▇▇’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (c), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting Lender. Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bc) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of the Company to borrow and perform its obligations hereunder after giving effect to this Agreement, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paid.to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Extension of Commitments. (a) The Company Borrower may, on not more earlier than two occasions during 90 days and not later than 60 days before the term of this AgreementCommitment Termination Date, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Commitment Termination Date then in effect (the “Existing Commitment Termination Date”) be extended to the date 364 days after the Existing Commitment Termination Date. The Administrative Agent shall promptly notify the Lenders extend the Maturity Date and the Commitments for an additional period of one yearsuch request. The Borrower may make this extension request only once. (b) Each Lender Lender, in its sole discretion, shall, by notice to the Company and the Administrative Agent given not later more than 60 nor less than 50 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension requestExisting Commitment Termination Date, advise the Company Administrative Agent whether or not it such Lender agrees to such extension. A Lender that determines not to so extend its Commitment shall so notify the requested extension (each Lender agreeing to a requested extension being Administrative Agent promptly after making such determination and is herein called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Non-Extending Lender”). Any If a Lender that has does not so advised the Company and give timely notice to the Administrative Agent by of whether or not such day Lender agrees to such extension, it shall be deemed to have declined to agree to such extension and shall be a Declining Non-Extending Lender. . (c) The Administrative Agent shall notify the Borrower of each Lender’s determination on or before the date 45 days before the Existing Commitment Termination Date. (d) If and only if (i) the total of the Commitments of Lenders constituting the Required Lenders shall that have agreed to an extension requestextend their Commitments as herein provided is more than 75% of the aggregate amount of the Commitments in effect immediately prior to the Existing Commitment Termination Date, and (ii) immediately prior to the Existing Commitment Termination Date no Default has occurred and is continuing and the representations and warranties of the Borrower set forth in Section 4.01 shall be true and correct in all material respects on and as of the Existing Commitment Termination Date as though made on and as of such date, then effective on the Maturity Existing Commitment Termination Date shall, as to the Consenting Lenders, Commitment Termination Date shall be extended to the first anniversary date 364 days after the Existing Commitment Termination Date (or, if such day is not a Business Day, the immediately preceding Business Day) which date shall thereafter be the Commitment Table of Contents Termination Date, provided that the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion Commitment of each Lender. The Commitment of any Declining Non-Extending Lender shall in any event terminate on the Maturity Existing Commitment Termination Date and the Borrower shall pay in effect as to such Lender prior to giving effect to any such extension (such Maturity full on the Existing Termination Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other all amounts payable to or for the accounts of such Declining Lenders each Non-Extending Lender hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.

Extension of Commitments. (a) The Company Borrower may, on upon not more than two occasions during 45 days' (but no later than 30 days prior to the term then existing Commitment Termination Date) notice prior to the then current Commitment Termination Date to the Administrative Agent (which shall notify each Lender of this Agreementreceipt of such request), propose to extend the Commitment Termination Date for an additional 364 days measured from the Commitment Termination Date then in effect. Each Lender shall endeavor to respond to such request, whether affirmatively or negatively (such determination to be in the individual and sole discretion of such Lender), by written notice to the Administrative Agent no earlier than 30 days prior to the then existing Commitment Termination Date (which shall promptly deliver a copy but in any event no later than 20 days prior to each the then existing Commitment Termination Date). The Administrative Agent will notify the Borrower, in writing, of the Lenders) not less ' responses no later than 30 days and not more than 60 15 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one yearthen existing Commitment Termination Date. Each Lender shall, by notice Subject to the Company execution by the Borrower, the Administrative Agent and such Lenders of a duly completed Extension Agreement in substantially the form of Exhibit E hereto, the Commitment Termination Date applicable to the Commitment of each Lender so affirmatively notifying the Borrower and the Administrative Agent given not later than (each a "CONSENTING LENDER") shall, effective as at the 20th day after Commitment Termination Date (the "EXTENSION DATE"), be extended for the period specified above; provided that no Commitment Termination Date of any Lender shall be extended unless by the date 15 days prior to the Commitment Termination Date then in effect, Lenders having at least 50% in aggregate amount of the Administrative Agent’s receipt of Commitments in effect at the Company’s time any such extension request, advise the Company whether or not it agrees is requested shall have elected so to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)extend their Commitments. Any Lender that has which does not so advised give such notice to the Company Borrower and the Administrative Agent by such day the date 15 days prior to the Commitment Termination Date then in effect (each, a "NON-CONSENTING LENDER") shall be deemed to have declined elected not to extend as requested, and the Commitment of each non-extending Lender shall terminate on its Commitment Termination Date determined without giving effect to such requested extension. (b) If any Lender party to this Agreement shall not elect to extend its Commitment pursuant to subsection (a) of this Section 2.17, the Borrower may designate another lender or other lenders (which may be, but need not be, one or more of the Lenders), which at the time agree to become a party to this Agreement (each, an "ASSUMING LENDER"). (c) If less than all of the Lenders consent to any such extension request pursuant to subsection (a) of this Section 2.17, the Administrative Agent shall promptly so notify the Consenting Lenders, and each Consenting Lender may, in its sole discretion, give written notice to the Administrative Agent not later than 10 days prior to the Commitment Termination Date then in effect of the amount of the Non-Consenting Lenders' Commitments for which it is willing to accept an assignment. If the Consenting Lenders notify the Administrative Agent that they are willing to accept assignments of Commitments in an aggregate amount that exceeds the amount of the Commitments of the Non-Consenting Lenders, such Commitments shall be allocated among the Consenting Lenders willing to accept such assignments in such amounts as are agreed between the Borrower and the Administrative Agent. If after giving effect to the assignments of Commitments described above there remain any Commitments of Non-Consenting Lenders, the Borrower may arrange for one or more Consenting Lenders or other Assignees as Assuming Lenders to assume, effective as of the Extension Date, any Non-Consenting Lender's Commitment and all of the obligations of such Non-Consenting Lender under this Agreement thereafter arising, without recourse to or warranty by, or expense to, such Non-Consenting Lender; provided, however, that the amount of the Commitment of any such Assuming Lender as a result of such substitution shall in no event be less than $10,000,000 unless the amount of the Commitment of such Non-Consenting Lender is less than $10,000,000, in which case such Assuming Lender shall assume all of such lesser amount; and provided further that: (i) any such Consenting Lender or Assuming Lender shall have paid to such Non-Consenting Lender (A) the aggregate principal amount of, and any interest accrued and unpaid to the effective date of the assignment on, the outstanding Loans, if any, of such Non-Consenting Lender plus (B) any accrued but unpaid fees owing to such Non-Consenting Lender as of the effective date of such assignment; (ii) all additional costs reimbursements, expense reimbursements and indemnities payable to such Non-Consenting Lender, and all other accrued and unpaid amounts owing to such Non-Consenting Lender hereunder, as of the effective date of such assignment shall have been paid to such Non-Consenting Lender; and (iii) with respect to any such Assuming Lender, the applicable processing and recordation fee required under Section 9.07(c) for such assignment shall have been paid; provided further that such Non-Consenting Lender's rights and obligations under Sections 8.03 and 9.03 shall survive such assignment as to matters occurring prior to the date of assignment. At least three Domestic Business Days prior to any Extension Date, (A) each such Assuming Lender, if any, shall have delivered to the Borrower and the Administrative Agent an Assignment and Assumption Agreement, duly executed by such Assuming Lender, such Non-Consenting Lender, the Borrower and the Administrative Agent, and (B) each Non-Consenting Lender being replaced pursuant to this Section 2.17 shall have delivered to the Administrative Agent any Note or Notes held by such Non-Consenting Lender. Upon the payment or prepayment of all amounts referred to in clauses (i), (ii) and (iii) of the immediately preceding sentence, each such Consenting Lender or Assuming Lender, as of the Extension Date, will be substituted for such Non-Consenting Lender under this Agreement and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding of this Agreement, without any further acknowledgement by or the foregoing, no extension consent of the Maturity Date pursuant to this paragraph shall become effective unless (A) other Lenders, and the conditions set forth in Sections 4.02(a) (but without giving effect obligations of each such Non-Consenting Lender hereunder shall, by the provisions hereof, be released and discharged, except for any obligations which accrue prior to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidpayment or prepayment.

Extension of Commitments. (a) The Company Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and ), given not more than 60 sixty (60) days nor less than thirty (30) days prior to any anniversary of the Effective Closing Date (an “Effectiveness Anniversary”)while the Revolving Credit Commitments are in effect, request that the Lenders extend the then scheduled Maturity Date and (the Commitments "Existing Date") for an additional period of one yearone-year period. Each Lender shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day within fifteen (15) Business Days after the date of the Administrative Agent’s receipt of the Company’s extension requestBorrower gives such notice, advise the Company Borrower and the Agent whether or not it agrees such Lender consents to the requested extension request (each and any Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has which does not so advised the Company and the Administrative Agent by respond during such day 15-Business-Day period shall be deemed to have declined to advised the Borrower that it will not agree to such extension and shall be a Declining Lender. If Lenders constituting extension). (b) In the Required event that, on the 15th Business Day after Borrower gives the notice described in subsection (a) above, not all of the Lenders shall have agreed to an extend their Revolving Credit Commitments, the Borrower shall notify each of the consenting Lenders ("Consenting Lenders") of the amount of the Revolving Credit Commitments of the non-extending Lenders ("Non-Consenting Lenders") and each of such Consenting Lenders shall, by notice to the Borrower and the Agent given within ten (10) Business Days after receipt of such notice, advise the Agent and Borrower whether or not such Lender wishes to purchase all or a portion of the Revolving Credit Commitments of the Non-Consenting Lenders (and any Lender which does not respond during such 10-Business-Day period shall be deemed to have rejected such offer). In the event that more than one Consenting Lender agrees to purchase all or a portion of such Revolving Credit Commitments, the Borrower and the Agent shall allocate such Revolving Credit Commitments among such Consenting Lenders so as to preserve, to the extent possible, the relative pro rata shares of the Consenting Lenders of the Revolving Credit Commitments prior to such extension request. If Consenting Lenders do not elect to assume all of the Revolving Credit Commitments of the Non-Consenting Lenders, the Borrower shall have the right to arrange for one or more banks or other lending institutions (any such bank or lending institution being called a "New Lender"), to purchase the Revolving Credit Commitment of any Non-Consenting Lender. Each Non-Consenting Lender shall assign its Revolving Credit Commitment and the Loans outstanding hereunder to the Consenting Lender or New Lender purchasing such Revolving Credit Commitment in accordance with Section 11.6., in return for payment in full of all principal, interest and other amounts owing to such Non-Consenting Lender hereunder, on or before the Existing Date and, as of the effective date of such assignment, shall no longer be a party hereto, provided that each New Lender shall be subject to the approval of the Agent (which approval shall not be unreasonably withheld). If (and only if) Lenders (including New Lenders) holding Revolving Credit Commitments representing at least 60% of the aggregate Revolving Credit Commitments on the date of such extension request shall have agreed in accordance with the terms hereof to such extension (the "Continuing Lenders"), then (i) the Maturity Date shall, as to the Consenting Lenders, shall be extended to for one additional year from the first anniversary of Existing Date and (ii) the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Non-Consenting Lender which has not been assigned to a Consenting Lender or a New Lender shall terminate (with the result that the amount of the Total Commitments shall be decreased by the amount of such Revolving Credit Commitment), and all Loans of such Non-Consenting Lender shall become due and payable, together with all interest accrued thereon and all other amounts owed to such Non-Consenting Lender hereunder, on the Maturity Existing Date in effect as applicable to such Lender prior to without giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and . (c) The effective date of any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date shall be the date on which 60% of the Continuing Lenders have agreed to such extension in accordance with the terms of Section 2.5(b). (d) The extension by the Swing Line Lender of its Revolving Credit Commitment pursuant to this paragraph Section 2.5. shall become effective unless (A) automatically extend the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidSwing Line Commitment.

Extension of Commitments. The Company may(i) Not earlier than the date which is 60 days (but not later than 30 days) prior to the then existing Revolving Termination Date (the "Extension Request Notice Date"), on not more than two occasions during the term of this Agreement, by written notice Borrower may deliver to the Administrative ----------------------------- Agent (which shall promptly deliver a copy transmit the same to each of the LendersLender) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date a notice (an “Effectiveness Anniversary”), request "Extension Request") requesting that the Lenders extend the Maturity Revolving Termination Date and the Commitments be extended ----------------- for an additional period of one year364 days commencing on the then existing Revolving Termination Date. Each Lender shall, by notice Not earlier than the date which is 30 days (but not later than 20 days) prior to the Company then existing Revolving Termination Date (the period from the Extension Request Notice Date to such date, the "Extension Request Period"), ------------------------ each Lender (in its sole and absolute discretion and after conducting an internal credit review of the Borrower) shall notify the Administrative Agent given not later than of such Lender's willingness or unwillingness to so extend the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”)Revolving Termination Date. Any Lender that has not which shall fail to so advised the Company and notify the Administrative Agent by within such day period shall be deemed to have declined to extend the Revolving Termination Date. If Lenders having Commitments totaling an amount equal to at least 51% of the aggregate amount of the Commitments then in effect agree to such extension and by notice to the Administrative Agent, then (A) subject to clause (iii) below, the Revolving Termination Date shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to extended for an extension request, then the Maturity Date shall, as additional 364 days with respect to the Consenting Lenders, be extended to the first anniversary Commitments of the Maturity Date theretofore in effect. The decision Lenders so agreeing, and (B) subject to agree or withhold agreement to any Maturity Date extension shall be at Section 2.06(f) hereof, the sole discretion Commitment of each Lender. The Commitment of any Declining Lender not so agreeing shall terminate expire on the Maturity then expiring Revolving Termination Date in effect as to and the Borrower shall pay or prepay on such Lender prior to giving effect to any day without premium or penalty all principal of such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Lender's Loans made by Declining Lenders, together with any accrued interest thereon and any all accrued facility and usage fees and other amounts payable to or for the accounts such Lender hereunder (including, without limitation, amounts payable pursuant to Section 2.14 hereof as a result of such Declining Lenders hereunderpayment or prepayment); provided, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the righthowever, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.that

Extension of Commitments. (a) The Company Borrower may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and ), given not more than 60 sixty (60) days nor less than thirty (30) days prior to any anniversary of the Effective Closing Date (an “Effectiveness Anniversary”)while the Revolving Credit Commitments are in effect, request that the Lenders extend the then scheduled Maturity Date and (the Commitments "Existing Date") for an additional period of one yearone-year period. Each Lender shall, by notice to the Company Borrower and the Administrative Agent given not later than the 20th day within fifteen (15) Business Days after the date of the Administrative Agent’s receipt of the Company’s extension requestBorrower gives such notice, advise the Company Borrower and the Agent whether or not it agrees such Lender consents to the requested extension request (each and any Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has which does not so advised the Company and the Administrative Agent by respond during such day 15-Business-Day period shall be deemed to have declined to advised the Borrower that it will not agree to such extension and shall be a Declining Lender. If Lenders constituting extension). (b) In the Required event that, on the 15th Business Day after Borrower gives the notice described in subsection (a) above, not all of the Lenders shall have agreed to an extension requestextend their Revolving Credit Commitments, then the Maturity Date Borrower shall notify each of the consenting Lenders ("Consenting Lenders") of the amount of the Revolving Credit Commitments of the non-extending Lenders ("Non-Consenting Lenders") and each of such Consenting Lenders shall, as by notice to the Consenting LendersBorrower and the Agent given within ten (10) Business Days after receipt of such notice, be extended advise the Agent and Borrower whether or not such Lender wishes to the first anniversary purchase all or a portion of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to Revolving Credit Commitments of the Non-Consenting Lenders (and any Maturity Date extension Lender which does not respond during such 10-Business-Day period shall be at deemed to have rejected such offer). In the sole discretion event that more than one Consenting Lender agrees to purchase all or a portion of each Lender. such Revolving Credit (c) The Commitment effective date of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date shall be the date on which 60% of the Continuing Lenders have agreed to such extension in accordance with the terms of Section 2.5(b). (d) The extension by the Swing Line Lender of its Revolving Credit Commitment pursuant to this paragraph Section 2.5. shall become effective unless (A) automatically extend the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidSwing Line Commitment.

Extension of Commitments. (a) The Company Borrower may, on by notice to the Administrative Agent in substantially the form of Exhibit “I” hereto given not less than 60 nor more than two occasions during 90 days prior to the term yearly anniversary date of this Agreementthe Effective Date, by written request that the then existing Commitment Termination Date (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year after the Existing Commitment Termination Date (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly advise each Bank of such request. Each Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, at its option, conduct a full credit evaluation of the Borrower in considering such request. Each Bank agreeing to such extension (each an “Extending Bank”) shall notify the Administrative Agent thereof (which shall notify the Borrower) on or prior to the date which is 30 days prior to the Existing Commitment Termination Date (or if such 30th day is not a Business Day, then such notice may also be given on the next succeeding Business Day) (the “Consent Date”). Each Bank that determines not to extend the Existing Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such fact promptly deliver after such determination (but in any event no later than the Consent Date). Any Bank that does not advise the Administrative Agent on or before the Consent Date shall be deemed to be a copy Non-Extending Bank until such Bank shall notify the Administrative Agent as aforesaid that it agrees to each such extension. (b) The Borrower shall have the right at any time with the consent of the LendersAdministrative Agent (which consent will not be unreasonably withheld) not less than 30 days and not to replace each Non-Extending Bank with one or more than 60 days prior to any anniversary other lenders (each for purposes of the Effective Date (an this Section 2.10, a “Effectiveness AnniversaryReplacement Bank”), request that each of which Replacement Banks shall have entered into either a Transfer Supplement substantially in the Lenders extend the Maturity Date form of Exhibit “C” hereto or an agreement otherwise in form and the Commitments for an additional period of one year. Each Lender shall, by notice substance satisfactory to the Company Borrower and the Administrative Agent given pursuant to which such Replacement Bank shall undertake all or any portion of the Commitment(s) of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitment shall be in addition to such Bank’s Commitment hereunder on such date). (c) If Banks holding Commitments (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date, then, effective as of the Existing Commitment Termination Date, such Existing Commitment Termination Date shall be extended as to the Extending Banks and any Replacement Bank only to the date so requested by the Borrower (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the immediately preceding Business Day), the Commitment Termination Date shall be the New Commitment Termination Date as to the Extending Banks and any Replacement Bank only and each Replacement Bank shall thereupon become a “Bank” for all purposes of this Agreement. (d) Notwithstanding the foregoing, the extension of the Existing Commitment Termination Date shall not be effective with respect to any Bank unless: (i) Banks holding Commitments (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments (not including the Commitments of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (ii) the Administrative Agent has received the agreement to the extension, in writing, of the Borrower, the Replacement Banks and the Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the extension in substantially the form of Exhibit “I”, the consent of each extending Bank to the extension and the Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to Section 2.9(b)); and (iii) the Administrative Agent has received an Officer’s Certificate, dated no later than the 20th day after Consent Date, to the effect that since the date of the Administrative Agent’s receipt most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Consent Date, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Company’s extension requestBorrower and its Subsidiaries, advise taken as a whole; as of the Company whether date of said certificate, no Default has occurred or not it agrees is continuing or will result from extending the Commitment Termination Date; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to the requested extension (each Lender agreeing relate solely to a requested extension being called a “Consenting Lender” an earlier date, in which case such representations and each Lender declining to agree to a requested extension being called a “Declining Lender”warranties shall be true and correct in all respects as of such earlier date). Any Lender that has not so advised Upon fulfillment of all conditions for extension of the Company and Existing Commitment Termination Date, the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be issue a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as letter to the Consenting Lenders, be extended Borrower stating that all conditions precedent to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Existing Commitment Termination Date have been fulfilled and setting forth the New Commitment Termination Date. (e) If the Existing Commitment Termination Date is not extended as aforesaid, and the Borrower shall not be entitled to request any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension further extensions of the Maturity Existing Commitment Termination Date. If the Existing Commitment Termination Date is not extended with respect to a particular Non-Extending Bank pursuant to this paragraph Section 2.10(a), then the existing Commitment of a Non-Extending Bank shall become effective unless continue until the Existing Commitment Termination Date (A) which shall be the conditions set forth in Sections 4.02(a) (but without giving effect Commitment Termination Date for such Bank with respect to the parenthetical therein) Accommodations Outstanding together with all accrued interest and 4.02(b) Fees and other amounts owing to such Bank), at which time the aggregate Commitments of the Banks hereunder shall be satisfied (with all references reduced by the Commitment of each such Non-Extending Bank, unless a Replacement Bank agrees to undertake the entire Commitment of the Non-Extending Bank, as provided in such paragraphs Section 2.10(a), pursuant to either a Borrowing being deemed Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to be references to such extension) the Borrower and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paidAgent.

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”agreed). The principal amount Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or the decision of the Lenders regarding the Company’s request for an extension of the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Termination Date. . (iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with a Lender or other financial institution approved by the approval of the Administrative Agent and each Swing Line Lender (such approval not to be unreasonably withheld, conditioned withheld or delayed) that will agree ), each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a request for the extension of the Maturity DateCommitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (c), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting LenderLender pursuant to clause (iii) of this subsection (c). AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bc) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of this Agreement and the Company to borrow and perform its obligations hereunder after giving effect to Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paidto cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date.

Extension of Commitments. (i) The Company may, on not more than two occasions during so long as no Default then exists and the term representations and warranties of this Agreementthe Borrowers contained herein are true and correct at the time of notice, by written upon notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 60 days and not but no more than 60 90 days prior to any anniversary of ofat any time after the ThirdFourth Amendment Effective Date but prior to the then existing Commitment Termination Date (an the “Effectiveness AnniversaryExisting Commitment Termination Date”), request that the Lenders propose to extend the Maturity Date and the Commitments Existing Commitment Termination DatesDate for an additional one- year period measured from the Existing Commitment Termination Dates then in effectDate; provided that there shall be noin no event may the Company request more than two such extensions of one yearthe Commitment Termination Date pursuant to this Section 2.01(b)(i); and provided further that the Commitment Termination Date, after giving effect to any such extension, shall not be later than five years after the effective date of such extension. The Administrative Agent shall promptly notify the Lenders of receipt of such request. Each Lender shallshall endeavor to respond to such request, whether affirmatively or negatively (such determination in the sole discretion of such Lender), by notice to the Company and the Administrative Agent given not later than within 30 days. Subject to the 20th day after execution by the date of Borrowers, the Administrative Agent’s receipt Agent and such Lenders of a duly completed Extension Agreement in substantially the Company’s extension requestform of Exhibit E, advise the Company whether or not it agrees Commitment Termination Date applicable to the requested extension (Commitment of each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised affirmatively notifying the Company and the Administrative Agent by shall be extended for the period specified above; provided that no Commitment Termination Date of any Lender shall be extended unless Lenders having Commitments in an aggregate amount equal to at least 51% of the Commitments in effect at the time any such day extension is requested shall have elected so to extend their Commitments. (ii) Any Lender which does not give such notice to the Company and the Administrative Agent shall be deemed to have declined elected not to agree to such extension extend as requested, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion Commitment of each Lender. The Commitment of any Declining non-extending Lender shall terminate on the Maturity its Commitment Termination Date in effect as to such Lender prior to determined without giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Daterequested extension. The Company shall have the rightmay, pursuant to and in accordance with Section 2.16(b)8.06, at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender designate another bank or other financial institution approved by the Administrative Agent (such approval which may be, but need not be, an extending Lender) to be unreasonably withheld, conditioned or delayed) that will agree to replace a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.non-extending

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”agreed). The principal amount Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or the decision of the Lenders regarding the Company’s request for an extension of the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Termination Date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT (iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with a Lender with, and add as “Lenders” under this Agreement, one or more banks or other financial institution approved by institutions (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent and each Swing Line Lender (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such approval not Additional Commitment Lender shall undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Datesuch Lender’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (c), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting Lender. Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bc) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of this Agreement and the Company to borrow and perform its obligations hereunder after giving effect to Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paid.to cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date. AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT

Extension of Commitments. The Company may, on not more than two occasions during the term of this Agreement, by written notice to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary of the Effective Date (an “Effectiveness Anniversary”), request that the Lenders extend the Maturity Date and the Commitments for an additional period of one year. Each Lender shall, by notice to the Company and the Administrative Agent given not later than the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company, (B) the Administrative Agent shall have received an opinion of counsel for the Company as to the power and authority of the Company to borrow and perform its obligations hereunder after giving effect to such extension, and (C) all fees and expenses owing in respect of such extension to the Administrative Agent and the Lenders shall have been paid.4.02

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (d) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”agreed). The principal amount Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or the decision of the Lenders regarding the Company’s request for an extension of the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Termination Date. . (iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with, and add as “Lenders” under this Agreement, one or more Additional Commitment Lenders with a Lender or other financial institution approved by the approval of the Administrative Agent (such approval not to be unreasonably withheld), conditioned or delayed) that will agree each of which Additional Commitment Lenders shall have entered into an Additional Commitment Agreement pursuant to which such Additional Commitment Lender shall undertake a request for the extension of the Maturity DateCommitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (d), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting Lender. Lender pursuant to clause (iii) of this subsection (d). (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bd) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; FIVE YEAR CREDIT AGREEMENT (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of this Agreement and the Company to borrow and perform its obligations hereunder after giving effect to Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paidto cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date.

Extension of Commitments. (i) The Company mayshall have the right, on not more upon no earlier than two occasions during the term of this Agreement, by written 60 days but no later than 45 days’ notice to the Administrative Agent (which shall promptly deliver a copy forward such notice to the Lenders) prior to each of the Lenders) not less than 30 days and not more than 60 days prior to any anniversary first two anniversaries of the Effective Date (an each, a “Effectiveness Relevant Anniversary”), to request that the Lenders extend Termination Date then in effect (the Maturity “Current Termination Date”) be extended to the date one year after such Current Termination Date and the Commitments for (such extended date, an additional period of one year. “Extended Termination Date”). (ii) Each Lender shall, by notice acting in its sole and individual discretion will use its reasonable efforts to the Company and notify the Administrative Agent given not later than at least 20 days before the 20th day after the date of the Administrative Agent’s receipt of the Company’s extension request, advise the Company Relevant Anniversary whether or not it agrees to participate in such extension. Any Lender that does not so notify the requested Administrative Agent that it agrees to such extension at least 20 days before the Relevant Anniversary (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called each, a “Declining Lender”). Any ) shall continue to be a Lender that with a Commitment until the earlier of the Current Termination Date or until such Lender is replaced pursuant to clause (iii) of this subsection (c) (but shall not have any Commitment during any extended period to which it has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to an extension request, then the Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension shall be at the sole discretion of each Lender. The Commitment of any Declining Lender shall terminate on the Maturity Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”agreed). The principal amount Administrative Agent shall notify the Company not later than 15 days prior to the Relevant Anniversary of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or the decision of the Lenders regarding the Company’s request for an extension of the accounts of such Declining Lenders hereunder, shall be due and payable on the applicable Existing Maturity Termination Date. . (iii) The Company shall have the rightright to replace, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity effective as of the Relevant Anniversary or the Current Termination Date, to replace a each Declining Lender with a Lender with, and add as “Lenders” under this Agreement, one or more banks or other financial institution approved by institutions (each, an “Additional Commitment Lender”) with the approval of the Administrative Agent and each Swing Line Lender (not to be unreasonably withheld or delayed), each of which Additional Commitment Lenders shall have entered into an agreement in form and substance reasonably satisfactory to the Administrative Agent (an “Additional Commitment Agreement”) pursuant to which such approval not Additional Commitment Lender shall AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT undertake a Commitment (if any such Additional Commitment Lender is a Lender, its Commitment shall be in addition to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Datesuch ▇▇▇▇▇▇’s Commitment hereunder), and any such replacement Additional Commitment Lender shall become a “Lender” for all purposes constitute of this Agreement on the Relevant Anniversary or the Current Termination Date, as the case may be. (iv) If and only if the total of the Commitments of the Lenders that have so agreed to extend the Termination Date, taking into account any Commitment increases pursuant to clause (iii) of this subsection (c), shall be more than 50% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Current Termination Date shall be extended, effective as of the Relevant Anniversary, to the Extended Termination Date; provided that, if such Commitments shall be less than 100% of the aggregate amount of the Commitments in effect immediately prior to the Relevant Anniversary, the Borrowers shall have the right to rescind the request to so extend the Current Termination Date. The Borrowers agree to pay in full all amounts owing hereunder to each Declining Lender on the Relevant Anniversary or the Current Termination Date, as the case may be, on which such Declining Lender is replaced as a Consenting Lender. Lender pursuant to clause (iii) of this subsection (c). (v) Notwithstanding the foregoing, no each extension of the Maturity Termination Date hereunder pursuant to this paragraph shall become effective unless subsection (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(bc) shall be satisfied effective only if: (with all references in such paragraphs 1) no Default or Event of Default has occurred and is continuing as of the date of the request pursuant to a Borrowing being deemed to be references to such extensionclause (i) above and the Administrative Agent shall have received a certificate to that effect dated such date Relevant Anniversary; (2) all representations and executed by a Financial Officer warranties contained in Section 4.01 are true and correct in all material respects on and as of the Companydate of the request pursuant to clause (i) above and the Relevant Anniversary, (B) including without limitation the Administrative Agent shall have received an opinion representation and warranty of counsel for the Company Borrowers as to the power execution, delivery and authority performance by them of this Agreement and the Company to borrow and perform its obligations hereunder after giving effect to Notes, taking into account such extension, having been duly authorized by all necessary corporate action (it being understood and (C) agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all fees and expenses owing in respect material respects only as of such extension to date); and (3) if on the Administrative Agent and Relevant Anniversary or the Current Termination Date there are Advances outstanding, appropriate adjustments shall be made among the Lenders shall have been paidto cause the outstanding Advances to be held ratably by all Lenders in accordance with their respective Commitments as of each such date.

Extension of Commitments. (a) The Company Borrower may, by notice once a year to the Administrative Agent in substantially the form of Exhibit “J” hereto, request that the then existing Commitment Termination Date of a Class (as applicable, the “Existing Commitment Termination Date”) be extended to a date which is one year after the Existing Commitment Termination Date of such Class (as applicable, the “New Commitment Termination Date”). The Administrative Agent shall promptly, but in any event within three (3) Business Days, advise each Bank of the applicable Class (the “Extension Class Banks”) of such request. Each Extension Class Bank shall consider such request and may elect to extend or not to extend in its sole and independent discretion and may, at its option, conduct a full credit evaluation of the Borrower in considering such request. If the Borrower requests that both Commitment Termination Dates be extended, each Extension Class Bank shall agree to either extend both of its Commitments or decline to extend both of its Commitments. Each Extension Class Bank agreeing to any such extension (each an “Extending Class Bank”) shall notify the Administrative Agent thereof (which shall notify the Borrower) on or prior to the date which is 30 days after the date the Administrative Agent has advised the Extension Class Banks of such request to extend the Existing Commitment Termination Date of the applicable Class (or if such 30th day is not more than two occasions during a Business Day, then such notice may also be given on the term of this Agreement, by written notice next succeeding Business Day) (the “Consent Date”). Each Extension Class Bank that determines not to extend such Existing Commitment Termination Date (a “Non-Extending Bank”) shall notify the Administrative Agent (which shall notify the Borrower) of such fact promptly deliver after such determination (but in any event no later than the Consent Date). Any Extension Class Bank that does not advise the Administrative Agent on or before the Consent Date shall be deemed to be a copy to each Non-Extending Bank (b) The Borrower shall have the right at any time with the consent of the LendersAdministrative Agent (which consent will not be unreasonably withheld) not less than 30 days and not to replace each Non-Extending Bank with one or more than 60 days prior to any anniversary other lenders (each for purposes of the Effective Date (an this Section 2.11, a “Effectiveness AnniversaryReplacement Bank”), request that each of which Replacement Banks shall have entered into either a Transfer Supplement substantially in the Lenders extend the Maturity Date form of Exhibit “C” hereto or an agreement otherwise in form and the Commitments for an additional period of one year. Each Lender shall, by notice substance satisfactory to the Company Borrower and the Administrative Agent given not later than the 20th day after the date pursuant to which such Replacement Bank shall undertake all or any portion of the Administrative AgentCommitments of one or both Classes of one or more Non-Extending Banks (if any such Replacement Bank is a Bank, its Commitments shall be in addition to such Bank’s receipt Commitments hereunder on such date). For greater certainty, if the Borrower requests that a Commitment Termination Date be extended and a Bank declines to extend its applicable Commitment, the Borrower may replace such Bank pursuant to the provisions of this Section 2.11(b) with respect to the applicable Commitment as well as its other Commitments, if any. If the Borrower replaces a Non-Extending Bank with respect to both of its Classes of Commitments, the Replacement Bank shall undertake a ratable portion (or all) of the Company’s extension requestCommitments for both Classes of such Non-Extending Bank. (c) If Extension Class Banks holding Commitments of the applicable Class (not including the Commitments of such Class of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments of such Class (not including the Commitments of such Class of the Replacement Banks) shall, advise by the Company whether or not it agrees to the requested extension (each Lender agreeing to a requested extension being called a “Consenting Lender” and each Lender declining to agree to a requested extension being called a “Declining Lender”). Any Lender that has not so advised the Company and the Administrative Agent by such day shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting the Required Lenders shall Consent Date, have agreed to an extension requestextend the Existing Commitment Termination Date, then then, effective as of the Maturity Existing Commitment Termination Date, such Existing Commitment Termination Date shall, shall be extended as to the Consenting Lenders, be extended Extending Class Banks and any Replacement Bank only to the first anniversary date so requested by the Borrower (provided, if such date is not a Business Day, then such Commitment Termination Date as so extended shall be the immediately preceding Business Day), the Commitment Termination Date of the Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Maturity Date extension applicable Class shall be at the sole discretion of each Lender. The New Commitment of any Declining Lender shall terminate on the Maturity Termination Date in effect as to such Lender prior to giving effect to any such extension (such Maturity Date being called the “Existing Maturity Date”). The principal amount of any outstanding Loans made by Declining Lenders, together with any accrued interest thereon Extending Class Banks and any accrued fees Replacement Bank only and other amounts payable to or for the accounts of such Declining Lenders hereunder, each Replacement Bank shall be due and payable on the applicable Existing Maturity Date. The Company shall have the right, pursuant to and in accordance with Section 2.16(b), at any time prior to any Existing Maturity Date, to replace thereupon become a Declining Lender with a Lender or other financial institution approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed) that will agree to a request for the extension of the Maturity Date, and any such replacement Lender shall “Bank” for all purposes constitute a Consenting Lenderof this Agreement. Notwithstanding the foregoing, no extension of the Maturity Date pursuant to this paragraph shall become effective unless (A) the conditions set forth in Sections 4.02(a) (but without giving effect to the parenthetical therein) and 4.02(b) shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such extension) The Borrower and the Administrative Agent shall have received a certificate execute an amendment to that effect dated such date and executed by a Financial Officer Exhibit “H” evidencing the revised Commitments. (d) Notwithstanding the foregoing, the extension of the CompanyExisting Commitment Termination Date shall not be effective with respect to any Extension Class Bank unless: (i) Banks holding Commitments of the applicable Class (not including the Commitments of the Replacement Banks) that aggregate more than 50% of the aggregate amount of the Commitments of such Class (not including the Commitments of such Class of the Replacement Banks) shall, by the Consent Date, have agreed to extend the Existing Commitment Termination Date then in effect; (Bii) the Administrative Agent shall have has received an opinion the agreement to the extension, in writing, of counsel the Borrower, the Replacement Banks and the Extension Class Banks (other than the Non-Extending Banks) (which may consist of the Borrower’s request for the Company as extension in substantially the form of Exhibit “J”, the consent of each extending Extension Class Bank to the power extension and authority of the Company Transfer Supplement or other document executed by each Replacement Bank, if any, pursuant to borrow and perform its obligations hereunder after giving effect to such extension, and Section 2.11(b)); and (Ciii) all fees and expenses owing in respect of such extension to the Administrative Agent has received an Officer’s Certificate, dated no later than the Consent Date, to the effect that since the date of the most recent audited financial statements furnished to the Banks pursuant to Section 9.1 prior to the Consent Date, there has occurred no material adverse change in the business, operations, business prospects or financial condition of the Borrower and its Subsidiaries, taken as a whole; as of the date of said certificate, no Default has occurred or is continuing or will result from extending the Commitment Termination Date of the applicable Class; and, as of the date of said certificate, the representations and warranties made by the Borrower in Section 8 (excluding Section 8.4(b)) are true and correct with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date). Upon fulfillment of all conditions for extension of the Existing Commitment Termination Date of a Class, the Administrative Agent shall issue a letter to the Borrower stating that all conditions precedent to the extension of the Existing Commitment Termination Date of such Class have been fulfilled and setting forth the New Commitment Termination Date of such Class. (e) If the Existing Commitment Termination Date of a Class is not extended as aforesaid, the Borrower shall not be entitled to request any further extensions of the Existing Commitment Termination Date of such Class. If the Existing Commitment Termination Date of a Class is not extended with respect to a particular Non-Extending Bank pursuant to Section 2.11(a), then the existing Commitment of the applicable Class of a Non-Extending Bank shall continue until the Existing Commitment Termination Date (which shall be the Commitment Termination Date for the applicable Class for such Bank with respect to the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing to such Bank with respect to such Class), at which time the aggregate Commitments of such Class of the Banks hereunder shall be reduced by the Commitment of such Class of each such Non-Extending Bank, unless a Replacement Bank agrees to undertake the entire Commitment of such Class of the Non-Extending Bank (or, if a Replacement Bank undertakes only a portion of such Commitment, the aggregate Commitments shall be reduced by the portion not so undertaken by the Replacement Bank), as provided in Section 2.11(b) pursuant to either a Transfer Supplement substantially in the form of Exhibit “C” hereto or an agreement otherwise in form and substance satisfactory to the Borrower and the Lenders Administrative Agent. Upon the occurrence of a Commitment Termination Date of a Class with respect to a Non-Extending Bank, the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing, in each case, to such Bank with respect to such Class shall have been paidbe paid by the Borrower in accordance with Section 4.1, unless a Replacement Bank has agreed to undertake the entire Commitment of such Class of the Non-Extending Bank (or, if a Replacement Bank has agreed to undertake only a portion of such Commitment, the portion of the Accommodations Outstanding of such Class together with all accrued interest and Fees and other amounts owing to such Bank with respect to such Class not undertaken by the Replacement Bank shall be paid by the Borrower in accordance with Section 4.1).