Common use of Extension of Revolving Credit Maturity Date Clause in Contracts

Extension of Revolving Credit Maturity Date. The Borrower may, by delivery of a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect at the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower 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 a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.

Extension of Revolving Credit Maturity Date. The Borrower may, by delivery annually during the period between ninety (90) and sixty (60) days prior to each anniversary (each, a “Revolving Credit Anniversary”) of the date of this Agreement and so long as no Default or Event of Default exists, deliver a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect at the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower 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 a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph a date which is one year from and after the Revolving Credit Anniversary immediately following such request (the “Requested Revolving Credit Extension Date”). The request shall become effective unless be accompanied by an updated budget for the Loan Parties for the upcoming Fiscal Year. Within thirty (i30) days after delivery of any such request, each Lender shall notify the Administrative Agent in writing as to whether it agrees to such extension. If the Lenders agree to such extension, the Borrower shall be entitled to an extension of the Revolving Credit Maturity Date to the Requested Revolving Credit Extension Date. Within thirty-five (35) days after delivery of such request, the Administrative Agent shall advise the Borrower as to whether the Lenders have received documents consistent with those delivered with respect agreed to the Borrower under Section 4.01(b) through (d)extension, giving effect subject to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable final documentation. The extended Revolving Credit Maturity Date Extension Requestshall be binding upon only those Lenders that have provided their consent to the extension. If the Lenders have not consented to an extension requested by the Borrower, on the then current Revolving Credit Maturity Date all Loans and other amounts outstanding hereunder including principal, interest and fees shall be paid to the Administrative Agent, the conditions set forth in Section 4.02 amount of each Lenders’ L/C Exposure shall be satisfied and deposited with the Administrative Agent in an interest bearing account to be held as collateral security in accordance with Section 1.6(j) for the Borrower’s Obligations to the Lenders in respect of Letters of Credit outstanding after the then current Revolving Credit Maturity Date and the Revolving Credit shall be cancelled. For greater certainty, any amounts deposited by way of collateral security for the Borrower’s Obligations in respect of a Letter of Credit outstanding after the then current Revolving Credit Maturity Date shall be returned to the Borrower as soon as reasonably possible after the term of such Letter of Credit expires or the amount thereof is reduced if and to the extent that the Lenders have received not been called upon to make payment on the outstanding Letter of Credit. If all or any part of a certificate Letter of Credit is drawn after the then current Revolving Credit Maturity Date, the Administrative Agent may apply the amounts held as collateral security in repayment of the Borrower’s obligations with respect to that effect dated such date and executed by a Responsible OfficerLetter of Credit.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, by delivery of a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect and the Competitive Bid Expiration Date may be extended for successive one year periods at the time request of the Company (acting on behalf of each Borrower) with the express consent of each Lender (to be at such requestLender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Company (acting on behalf of the Borrower) shall, at its option, in a written notice to the Administrative Agent request (an "EXTENSION REQUEST") that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (year. The Administrative Agent shall promptly inform the “Revolving Credit Maturity Date Lenders of such Extension Request”. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Company and the Company, at its option, may replace each Lender which has not agreed to such Extension Request (a "NONEXTENDING LENDER") with another commercial lending institution reasonably satisfactory to the Administrative Agent and the LC Issuer (a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section); provided that there shall be no more than two extensions , then as of 2:00 p.m., Los Angeles time on the date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a date, one year after the then effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to consent to any such Extension RequestRequest and such Lender is not replaced in accordance with this Section, then the Revolving Credit Maturity Date shall, as to and the Consenting Lenders, Competitive Bid Expiration Date then in effect shall not be extended to extended. To the first anniversary of extent the Revolving Other Credit Maturity Date theretofore Agreement is in effect. The decision to agree or withhold agreement to any Revolving , the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Maturity Date Extension Request Agreement shall be replaced or assumed at the sole discretion of each Lender. The Revolving Commitment of any Declining same percentage by such Replacement Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any and/or such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining existing Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.

Extension of Revolving Credit Maturity Date. The Borrower Provided that no Default or Event of Default has occurred and is continuing, Company may, by delivery written notice to Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank), prior to April 15, but not before March 15, of each year beginning in 2005 request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is 364 days later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Bank shall, not later than thirty (30) calendar days following the date of its receipt of a Request, give written request notice to the Administrative Agent (which shall promptly deliver a copy stating whether such Bank is willing to extend the Revolving Credit Maturity Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the LendersBanks, then, effective on (but not before) not less than 45 such Revolving Credit Maturity Date (so long as no Default or Event of Default has occurred and is continuing and none of the Banks has withdrawn its approval, in writing, prior thereto), the Revolving Credit Maturity Date shall be so extended for an additional period of 364 days, the term Revolving Credit Maturity Date shall mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of the Request within thirty (30) calendar days and not more than 730 days of the date of Agent's receipt of such Request, or (iii) withdraws its approval in writing prior to the Revolving Credit Maturity Date currently then in effect at then (x) the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day Banks shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting extend the Required Lenders shall have agreed to a Revolving Credit Maturity Date, (y) the then-current Revolving Credit Maturity Date Extension Requestshall remain in effect (with no further right on the part of Company, then to request extensions thereof under this Section 2.16) and (z) the Revolving Credit Maturity Date shall, as commitments of the Banks to the Consenting Lenders, be extended to the first anniversary make Advances of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender hereunder shall terminate on the Revolving Credit Maturity Date then in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Dateeffect, and on the Existing Revolving Credit Maturity Date, the Borrower Agent shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures promptly notify Company and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible OfficerBanks thereof.

Extension of Revolving Credit Maturity Date. The Borrower Provided that no Event of Default has occurred and is continuing, Company may, by delivery of a written request notice to the Administrative Agent and each Bank (which notice shall promptly deliver a copy to be irrevocable and which shall not be deemed effective unless actually received by Agent and each of the LendersBank) not less than 45 days and not more than 730 days prior to March 1, but not before April 1, of each year (commencing with calendar year 1998), request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date currently then in effect at the time of (each such request, request that a "Request"). Company shall deliver with each Request Consolidated financial projections for the Lenders current and the following two fiscal years, including income statements and balance sheets. Each Bank shall, not later than forty-five (45) calendar days following the date of its receipt of the Request, give written notice to the Agent stating whether such Bank is willing to extend the Revolving Credit Maturity Date for an additional period as requested. If Agent has received the aforesaid written approvals of one year (such Request from each of the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions Banks, then, effective upon the date of Agent's receipt of all such written approvals from the Banks, as aforesaid, the Revolving Credit Maturity Date pursuant to this Section after shall be so extended for an additional one year period, the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s term Revolving Credit Maturity Date Extension shall mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of such a Request within forty-five (45) calendar days of the date of Agent's receipt of the Request, and shall advise then (x) the Borrower 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 Borrower and the Administrative Agent by such day Banks shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting extend the Required Lenders shall have agreed to a Revolving Credit Maturity Date, (y) the then-current Revolving Credit Maturity Date Extension Request, then shall remain in effect (with no further right on the Revolving Credit Maturity Date shall, as part of Company to request extensions thereof under this Section 2.14) and (z) the Consenting Lenders, be extended commitments of the Banks to the first anniversary make Advances of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender hereunder shall terminate on the Revolving Credit Maturity Date then in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Dateeffect, and on the Existing Revolving Credit Maturity Date, the Borrower Agent shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures promptly notify Company and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible OfficerBanks thereof.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, by delivery of a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect may be extended for successive one year periods at the time request of such requestthe Borrower with the express consent of each Lender as provided below. Not later than the date 60 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Agent request (an "Extension Request") that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (year. The Agent shall promptly inform the “Revolving Credit Maturity Date Lenders of such Extension Request”); . Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided that there in the preceding sentence, then the Agent shall be so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution (a "Replacement Lender") by giving (not later than 90 days after such Anniversary Date) notice of the name of such Replacement Lender to the Agent. Upon notice from the Agent, each Nonextending Lender shall promptly (but in no more event later than two extensions the date which is 120 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. If, prior to the date which is 120 days after such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by the Borrower in accordance with the terms of this Section 2.03, the Revolving Credit Maturity Date pursuant to this Section after shall be extended in accordance with such Extension Request; provided, however, that on the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s original Revolving Credit Maturity Date Extension Request(as such date may have been previously extended), the Borrower shall pay to the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of all outstanding Revolving Credit Loans, together with interest thereon, and all fees due and payable to such Nonextending Lender and the total Revolving Credit Commitment shall advise the Borrower whether or not it agrees be irrevocably reduced by an amount equal to the requested extension Commitment of each Nonextending Lender. If all Lenders consent to any such Extension Request (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”or, if any Nonextending Lenders are replaced in accordance with this Section). Any Lender that has not so advised , then as of 5:00 p.m. Pittsburgh time on the Borrower and date which is 120 days after such Anniversary Date the Administrative Agent by such day Revolving Credit Maturity Date shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a Revolving Credit Maturity Date Extension Requestdate, one year after the then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing effective Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.

Extension of Revolving Credit Maturity Date. The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender (to be at such Lender's sole discretion) as provided below. If the Borrower maydesires to extend the Revolving Credit Maturity Date it shall send a request therefor, by delivery of a written request which shall be made to all Lenders, to the Administrative Agent (which shall promptly deliver a copy Agent; provided that the Borrower must, to each the extent the Other Credit Agreement is in effect, also request the extension of the Lenders) not less "Revolving Credit Maturity Date" under the Other Credit Agreement. No earlier than the date 45 days and not more no later than 730 the date 40 days prior to the Revolving Credit Maturity Date currently the Borrower shall, at its option, in effect at a written notice to the time of such request, Administrative Agent request that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (364 days. The Administrative Agent shall promptly inform the “Lenders of such request. Each Lender that agrees with such request shall deliver to the Administrative Agent its express written consent thereto no earlier than the date 30 days and no later than the date 27 days prior to the Revolving Credit Maturity Date Extension Request”); Date. If the aggregate amount of (i) the Revolving Credit Commitment Amount of the Lenders so consented and (ii) the Revolving Credit Commitment Amount to be assumed by the Replacement Lenders or the existing Lenders (as provided that there shall be no more than two extensions below) equals or exceeds 85% of the Total Revolving Credit Commitment in effect as of the 10th day prior to the Revolving Credit Maturity Date pursuant then in effect, then, with respect to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing which has consented 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 Borrower 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 a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no an extension of the Revolving Credit Maturity Date pursuant as provided in the immediately preceding sentence and with respect to this paragraph the Replacement Lenders, the Revolving Credit Maturity Date shall become be extended for, and shall thereafter be the date, 364 days after the then effective unless (i) Revolving Credit Maturity Date. If any Lender notifies the Administrative Agent in writing on or before the 27th day prior to such then effective Revolving Credit Maturity Date that it will not consent to such Extension Request or shall not have in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall have received documents consistent so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with those delivered with respect another commercial lending institution reasonable satisfactory to the Borrower under Section 4.01(bAdministrative Agent (a "Replacement Lender") through and/or with one or more of the existing Lenders by giving notice of the name of such Replacement Lender and/or such existing Lenders to the Administrative Agent by the 15th day prior to the then effective Revolving Credit Maturity Date. Unless either Agent shall object to the identity of such proposed Replacement Lender (d)in the case of a Replacement Lender) on or before the 10th day prior to the then effective Revolving Credit Maturity Date, giving effect upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) assign all of its interests hereunder to such extension Replacement Lender and/or such existing Lenders in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and shall have a Revolving Credit Commitment Amount equal to the then most recently effective Revolving Credit Commitment Amount of the related Nonextending Lender (ii) less the amount assumed, if any, by such existing Lenders). To the extent any Nonextending Lender is not replaced with a Replacement Lender or the Revolving Commitment Amount of such Nonextending Lender is not assumed by an existing Lender, on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable then effective Revolving Credit Maturity Date Extension Requestthe Total Revolving Credit Commitments shall be reduced by the Revolving Credit Committed Amount of each such Nonext ending Lender which is not so replaced or so assumed. If the Revolving Credit Maturity Date with respect to a Lender is extended pursuant to this Section 2.17, the conditions set forth in Section 4.02 Competitive Bid Expiration Date with respect to such Lender shall be satisfied deemed to have been extended for, and shall be the Administrative Agent date, not more than 364 days after the then effective Competitive Bid Expiration 32 38 Date. To the extent the Other Credit Agreement is in effect, the "Revolving Credit Commitment Amount" of a Nonextending Lender under the Other Credit Agreement shall have received a certificate to that effect dated be replaced or assumed at the same percentage by such date and executed by a Responsible Officer.Replacement Lender and/or such existing Lenders. ARTICLE III

Extension of Revolving Credit Maturity Date. The Borrower may, by delivery of a written Revolving Credit Maturity Date may be extended for successive one year periods at the request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less Borrower with the express consent of each Lender as provided below. Not later than 45 days and not more than 730 the date 90 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Agent request (an "Extension Request") that the Revolving Credit Maturity Date currently in effect at be extended for a period of one year. The Agent shall promptly inform the time Lenders of such request, request Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders extend have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the date 30 days prior to such Anniversary Date) of the name of such Replacement Lender to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 20 days prior to such Anniversary Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 10.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by the Borrower in accordance with the terms of this Section 2.01(e), the Revolving Credit Maturity Date for an additional period of one year (shall be extended in accordance with such Extension Request; provided, however, that on the “original Revolving Credit Maturity Date Extension Request”(as such date may have been previously extended); provided that there , the Commitment of each Nonextending Lender shall be no more than two extensions terminated, the Borrower shall pay to the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and the total Revolving Credit Commitment shall be irrevocably reduced by an amount equal to the aggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (or, if any Nonextending Lenders are replaced in accordance with this Section), then as of 5:00 p.m. Pittsburgh time on the Anniversary Date the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a date, one year after the then effective Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, (as to the Consenting Lenders, be such date may have been previously extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (dSection), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.

Extension of Revolving Credit Maturity Date. The Borrower may, by delivery Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of a written request such Lender (to be at such Lender's sole discretion) as provided below. No earlier than the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than date 45 days and not more no later than 730 the date 40 days prior to the Revolving Credit Maturity Date currently the Borrower shall, at its option, in effect at a written notice to the time of such request, Administrative Agent request that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (364 days. The Administrative Agent shall promptly inform the “Lenders of such request. Each Lender that agrees with such request shall deliver to the Administrative Agent its express written consent thereto no earlier than the date 30 days and no later than the date 27 days prior to the Revolving Credit Maturity Date Extension Request”); Date. If the aggregate amount of (i) the Revolving Credit Commitment Amount of the Lenders so consented and (ii) the Revolving Credit Commitment Amount to be assumed by the Replacement Lenders or the existing Lenders (as provided that there shall be no more than two extensions below) equals or exceeds 85% of the Total Revolving Credit Commitment in effect as of the 10th day prior to the Revolving Credit Maturity Date pursuant then in effect, then, with respect to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing which has consented 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 Borrower 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 a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no an extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) as provided in the Administrative Agent shall have received documents consistent with those delivered immediately preceding sentence and with respect to the Borrower under Section 4.01(b) through (d)Replacement Lenders, giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied extended for, and shall thereafter be the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.date, 364 days after the then effective Revolving

Extension of Revolving Credit Maturity Date. The Borrower may, by delivery Revolving Credit Maturity Date may be extended for successive one year periods at the request of a written request to Cuxxxxx-Xxxxxx xith the Administrative Agent (which shall promptly deliver a copy to express consent of each of Lender as provided below. Not later than the Lenders) not less than 45 days and not more than 730 date 90 days prior to each Anniversary Date, Cuxxxxx-Xxxxxx xhall, at its option, in a written notice to the Agent request (an "Extension Request") that the Revolving Credit Maturity Date currently in effect at be extended for a period of one year. The Agent shall promptly inform the time Lenders of such request, request Extension Request. Each Lender that agrees with such Extension Request shall deliver to the Agent its express written consent thereto no later than 60 days prior to such Anniversary Date. If (i) any Lender notifies the Agent in writing on or before the 60th day prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders extend have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Agent shall immediately notify Cuxxxxx-Xxxxxx xnd Cuxxxxx-Xxxxxx, at its option, may (x) withdraw the Extension Request, or (y) replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Agent (a "Replacement Lender") by giving notice (not later than the date 20 days prior to such Anniversary Date) of the name of such Replacement Lender to the Agent. Unless the Agent shall object to the identity of such proposed Replacement Lender prior to the date 10 days prior to such Anniversary Date, upon notice from the Agent, each Nonextending Lender shall promptly (but in no event later than such Anniversary Date) assign all of its interests hereunder to such Replacement Lender in accordance with the provisions of Section 10.14(c) hereof. If, prior to such Anniversary Date some, but not all, of the Lenders have agreed to such Extension Request, and each Nonextending Lender has not been replaced by Cuxxxxx-Xxxxxx xn accordance with the terms of this Section 2.01(e), the Revolving Credit Maturity Date for an additional period of one year (shall be extended in accordance with such Extension Request; provided, however, that on the “original Revolving Credit Maturity Date Extension Request”(as such date may have been previously extended); provided that there , the Commitment of each Nonextending Lender shall be no more than two extensions terminated, the Borrowers shall pay to the Agent for the account of such Nonextending Lender such Nonextending Lender's Pro Rata share of the principal of and interest on all outstanding Revolving Credit Loans and Letter of Credit Reimbursement Obligations, and the total Revolving Credit Commitment shall be irrevocably reduced by an amount equal to the aggregate Commitments of all Nonextending Lenders. If all Lenders consent to any such Extension Request (or, if any Nonextending Lenders are replaced in accordance with this Section 2.01(e)), then as of 5:00 p.m. Pittsburgh time on the Anniversary Date, the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a date, one year after the then effective Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, (as to the Consenting Lenders, be such date may have been previously extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d201(e), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer).

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, by delivery of a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect and the Competitive Bid Expiration Date may be extended for successive one year periods at the time request of the Borrower with the express consent of each Lender (to be at such requestLender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Administrative Agent request (an "EXTENSION REQUEST") that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (PROVIDED that the “Revolving Borrower must also request, to the extent the Other Credit Maturity Date Agreement is in effect, the extension of the "REVOLVING CREDIT MATURITY DATE" under the Other Credit Agreement. The Administrative Agent shall promptly inform the Lenders of such Extension Request”. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "NONEXTENDING LENDER") with another commercial lending institution reasonably satisfactory to the Administrative Agent and the LC Issuer (a "REPLACEMENT LENDER") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section); provided that there shall be no more than two extensions , then as of 2:00 p.m., Los Angeles time on the date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a date, one year after the then effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to consent to any such Extension RequestRequest and such Lender is not replaced in accordance with this Section, then the Revolving Credit Maturity Date shall, as to and the Consenting Lenders, Competitive Bid Expiration Date then in effect shall not be extended to extended. To the first anniversary of extent the Revolving Other Credit Maturity Date theretofore Agreement is in effect. The decision to agree or withhold agreement to any Revolving , the "REVOLVING CREDIT COMMITMENT AMOUNT" of a Nonextending Lender under the Other Credit Maturity Date Extension Request Agreement shall be replaced or assumed at the sole discretion of each Lender. The Revolving Commitment of any Declining same percentage by such Replacement Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any and/or such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining existing Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.

Extension of Revolving Credit Maturity Date. The Borrower mayOn and after the first Anniversary Date hereof, by delivery of a written request to the Administrative Agent (which shall promptly deliver a copy to each of the Lenders) not less than 45 days and not more than 730 days prior to the Revolving Credit Maturity Date currently in effect and the Competitive Bid Expiration Date may be extended for successive one year periods at the time request of the Borrower with the express consent of each Lender (to be at such requestLender's sole discretion) as provided below. Not later than the date 60 days prior to each Anniversary Date, the Borrower shall, at its option, in a written notice to the Administrative Agent request (an "Extension Request") that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (provided that the “Borrower must also request, to the extent the Other Credit Agreement is in effect, the extension of the "Revolving Credit Maturity Date Date" under the Other Credit Agreement. The Administrative Agent shall promptly inform the Lenders of such Extension Request”. Each Lender that agrees with such Extension Request shall deliver to the Administrative Agent its express written consent thereto no later than such Anniversary Date. If (i) any Lender notifies the Administrative Agent in writing prior to such Anniversary Date that it will not consent to such Extension Request or (ii) all of the Lenders have not in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall so notify the Borrower and the Borrower, at its option, may replace each Lender which has not agreed to such Extension Request (a "Nonextending Lender") with another commercial lending institution reasonably satisfactory to the Administrative Agent and the LC Issuer (a "Replacement Lender") and/or with one or more existing Lenders by giving (not later than 160 days after such Anniversary Date) notice of the name of such Replacement Lender or such existing Lenders to the Administrative Agent. Unless the Administrative Agent or the LC Issuer shall object to the identity of such proposed Replacement Lender (in the case of a Replacement Lender) prior to the date 170 days after such Anniversary Date, upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the date which is 180 days after such Anniversary Date) assign all of its interests hereunder to such Replacement Lender and/or existing Lenders in accordance with the provisions of Section 10.14(c) hereof. If all Lenders consent to any such Extension Request (or, if all Nonextending Lenders are replaced in accordance with this Section); provided that there shall be no more than two extensions , then as of 2:00 p.m., Los Angeles time on the date which is 180 days after such Anniversary Date, the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such extension been extended for, and shall be a Declining Lender. If Lenders constituting the Required Lenders shall have agreed to a date, one year after the then effective Revolving Credit Maturity Date, and if the Revolving Credit Maturity Date is so extended, the Competitive Bid Expiration Date (as such dates may have been previously extended pursuant to this Section) shall be deemed to have been extended for, and shall be the date, one year after the then effective Competitive Bid Expiration Date. If any Lender declines to consent to any such Extension RequestRequest and such Lender is not replaced in accordance with this Section, then the Revolving Credit Maturity Date shalland the Competitive Bid Expiration Date then in effect shall not be extended. To the extent the Other Credit Agreement is in effect, as to the Consenting Lenders, be extended to the first anniversary of the "Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Commitment Amount" of a Nonextending Lender under the Other Credit Maturity Date Extension Request Agreement shall be replaced or assumed at the sole discretion of each Lendersame percentage by such Replacement Lender and/or such existing Lenders. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer.42 51 ARTICLE III

Extension of Revolving Credit Maturity Date. The Borrower Provided that no Default or Event of Default has occurred and is continuing, Company may, by delivery written notice to Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank), prior to April 15, but not before March 15, of each year beginning in 2004 request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is 364 days later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). Each Bank shall, not later than thirty (30) calendar days following the date of its receipt of a Request, give written request notice to the Administrative Agent (which shall promptly deliver a copy stating whether such Bank is willing to extend the Revolving Credit Maturity Date as requested. If Agent has received the aforesaid written approvals of such Request from each of the LendersBanks, then, effective on (but not before) not less than 45 such Revolving Credit Maturity Date (so long as no Default or Event of Default has occurred and is continuing and none of the Banks has withdrawn its approval, in writing, prior thereto), the Revolving Credit Maturity Date shall be so extended for an additional period of 364 days, the term Revolving Credit Maturity Date shall mean such extended date and Agent shall promptly notify the Company and the Banks that such extension has occurred. If (i) any Bank gives the Agent written notice that it is unwilling to extend the Revolving Credit Maturity Date as requested or (ii) any Bank fails to provide written approval to Agent of the Request within thirty (30) calendar days and not more than 730 days of the date of Agent's receipt of such Request, or (iii) withdraws its approval in writing prior to the Revolving Credit Maturity Date currently then in effect at then (x) the time of such request, request that the Lenders extend the Revolving Credit Maturity Date for an additional period of one year (the “Revolving Credit Maturity Date Extension Request”); provided that there shall be no more than two extensions of the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower 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 Borrower and the Administrative Agent by such day Banks shall be deemed to have declined to agree to such extension and shall be a Declining Lender. If Lenders constituting extend the Required Lenders shall have agreed to a Revolving Credit Maturity Date, (y) the then-current Revolving Credit Maturity Date Extension Requestshall remain in effect (with no further right on the part of Company, then to request extensions thereof under this Section 2.16) and (z) the Revolving Credit Maturity Date shall, as commitments of the Banks to the Consenting Lenders, be extended to the first anniversary make Advances of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender hereunder shall terminate on the Revolving Credit Maturity Date then in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Dateeffect, and on the Existing Revolving Credit Maturity Date, the Borrower Agent shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures promptly notify Company and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no extension of the Revolving Credit Maturity Date pursuant to this paragraph shall become effective unless (i) the Administrative Agent shall have received documents consistent with those delivered with respect to the Borrower under Section 4.01(b) through (d), giving effect to such extension and (ii) on the anniversary of the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Request, the conditions set forth in Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible OfficerBanks thereof.

Extension of Revolving Credit Maturity Date. The Revolving Credit Maturity Date may be extended with respect to a Lender for an additional 364 day period with the express written consent of such Lender as provided below. If the Borrower maydesires to extend the Revolving Credit Maturity Date it shall send a request therefor, by delivery of a written request which shall be made to all Lenders, to the Administrative Agent (which shall promptly deliver a copy to each of Agent. Not later than the Lenders) not less than 45 days and not more than 730 date 60 days prior to the Revolving Credit Maturity Date currently the Borrower shall, at its option, in effect at a written notice to the time of such request, Administrative Agent request that the Lenders extend the Revolving Credit Maturity Date be extended for an additional a period of one year (364 days. The Administrative Agent shall promptly inform the “Revolving Credit Maturity Date Extension Request”); provided Lenders of such request. Each Lender that there agrees with such request shall be no more than two extensions of deliver to the Administrative Agent its express written consent thereto on the day prior to the Revolving Credit Maturity Date pursuant to this Section after the Effective Date. Each Lender shall provide written notice With respect to the Borrower and the Administrative Agent not later than the 20th day after the date of the Administrative Agent’s receipt of the Borrower’s Revolving Credit Maturity Date Extension Request, and shall advise the Borrower whether or not it agrees to the requested extension (each Lender agreeing which has consented 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 Borrower 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 a Revolving Credit Maturity Date Extension Request, then the Revolving Credit Maturity Date shall, as to the Consenting Lenders, be extended to the first anniversary of the Revolving Credit Maturity Date theretofore in effect. The decision to agree or withhold agreement to any Revolving Credit Maturity Date Extension Request shall be at the sole discretion of each Lender. The Revolving Commitment of any Declining Lender shall terminate on the Revolving Credit Maturity Date in effect prior to giving effect to any such extension (such Revolving Credit Maturity Date being called the “Existing Revolving Credit Maturity Date”). The principal amount of any outstanding Revolving Loans made by Declining Lenders, together with any accrued interest thereon and any accrued fees and other amounts payable to or for the account of such Declining Lenders hereunder, shall be due and payable on the Existing Revolving Credit Maturity Date, and on the Existing Revolving Credit Maturity Date, the Borrower shall also make such other prepayments of its Revolving Loans pursuant to Section 2.10 as shall be required in order that, after giving effect to the termination of the Revolving Commitments of, and all payments to, Declining Lenders pursuant to this sentence, the sum of the aggregate Revolving Credit Exposures and the aggregate principal amount of the outstanding Revolving Loans shall not exceed the total Revolving Commitments. Notwithstanding the foregoing provisions of this paragraph, the Borrower shall have the right, pursuant to Section 9.04, at any time prior to the Existing Revolving Credit Maturity Date, to replace a Declining Lender with a Lender or other financial institution that will agree to a Revolving Credit Maturity Date Extension Request, and any such replacement Lender shall for all purposes constitute a Consenting Lender. Notwithstanding the foregoing, no an extension of the Revolving Credit Maturity Date pursuant as provided in the immediately preceding sentence, the Revolving Credit Maturity Date shall be extended for, and shall thereafter be the date, 364 days after the then effective Revolving Credit Maturity Date. If any Lender notifies the Administrative Agent in writing prior to this paragraph such then effective Revolving Credit Maturity Date that it will not consent to such Extension Request or shall become effective unless (i) not have in writing expressly consented to any such Extension Request as provided in the preceding sentence, then the Administrative Agent shall have received documents consistent so notify the Borrower and the Borrower, at its option, may replace each Nonextending Lender with those delivered with respect another commercial lending institution reasonable satisfactory to each Agent (a "Replacement Lender") by giving notice of the name of such Replacement Lender to the Borrower under Section 4.01(bAdministrative Agent. Upon receipt by it of any such notice, the Administrative Agent shall inform the Funding Agent of the name of such proposed Replacement Lender. Unless either Agent shall object to the identity of such proposed Replacement Lender on or before the day prior to the then effective Revolving Credit Maturity Date, upon notice from the Administrative Agent, each Nonextending Lender shall promptly (but in no event later than the close of business on the then effective Revolving Credit Maturity Date) through (d), giving effect assign all of its interests hereunder to such extension Replacement Lender in accordance with the provisions of Section 9.14(c) hereof. Such Replacement Lender shall have a Revolving Credit Commitment and (ii) shall have a Revolving Credit Committed Amount equal to the then most recently effective Revolving Credit Commitment Amount of the related Nonextending Lender. To the extent any Nonextending Lender is not replaced with a Replacement Lender by the close of business on the anniversary then effective Revolving Credit Maturity Date, on such date the Total Revolving Credit Commitments shall be reduced by the Revolving Credit Committed Amount of each such Nonextending Lender which is not so replaced. If the date that immediately follows the date on which the Borrower delivers the applicable Revolving Credit Maturity Date Extension Requestwith respect to a Lender is extended pursuant to this Section 2.17, the conditions set forth in Section 4.02 Competitive Bid Expiration Date with respect to such Lender shall be satisfied deemed to have been extended for, and shall be the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officerdate, not more than 364 days after the then effective Competitive Bid Expiration Date.