Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) Business Days' prior written notice to the Funding Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower mayshall have the right, without premium upon at least three Business Days' notice to the Agent, to terminate in whole or penalty, reduce (x) ratably in part the Total Unused Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawnCommitments; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such provided that each partial reduction shall be in an the minimum aggregate amount which is of $10,000,000 and in an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to 5,000,000; provided further, that no such termination or reduction is less than $1,000,000), shall be made by providing not less than five (5) pursuant to this Section 2.05, unless after giving effect thereto, the Revolving Credit Facility equals or exceeds the aggregate Letter of Credit Commitments of the Issuing Banks. The Borrower shall have the right, upon at least three Business Days' prior written notice to the Funding Agent and an Issuing Bank to terminate in whole or reduce the Letter of Credit Commitment of such Issuing Bank; provided that each partial reduction shall be irrevocable. Once reduced, in the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment minimum amount of $10,000,000 and the Total Revolving C Credit Commitment may not be increased. Each such in an integral multiple of $5,000,000; provided further that no termination or reduction of the Total Revolving A Letter of Credit CommitmentCommitment of any Issuing Bank shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Total Revolving B Letter of Credit Commitment of such Issuing Bank equals or exceeds the Total Revolving C sum of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank plus the principal amount of all outstanding Letter of Credit Advances relating to any Letter of Credit issued by such Issuing Bank; provided further that no termination of the Letter of Credit Commitment of any Issuing Bank shall reduce be made unless the Revolving A Letter of Credit Commitment, Commitments of all Issuing Banks are simultaneously terminated in accordance herewith; provided further that no reduction of the Revolving B Letter of Credit Commitment or of any Issuing Bank shall be made unless the Revolving C Letter of Credit Commitment, as Commitments of all other Issuing Banks are simultaneously reduced by the case may be, of each Lender proportionately same percentage in accordance with its Pro Rata Share thereofherewith. Any termination or reduction of any of the Commitments shall be permanent.

Reduction of Commitments. Each The Borrowers may reduce the Revolver Commitments, subject to payment of the Total Revolving A Credit Commitmentapplicable Prepayment Premium (if any), the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; providedin accordance with Section 4.04, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid Revolver Usage as of such date, plus (B) the principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing request has been given by the a Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a2.02(a). Each such reduction shall be in an aggregate amount which is an integral of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Total Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Revolving Credit Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall be applied to reduce the Revolver Commitments of each Revolving Lender proportionately in accordance with its ratable share thereof. The Borrowers may from time to time reduce the aggregate 2024-A Delayed Draw Term Loan Commitment and/or the 2024-B Delayed Draw Term Loan Commitment, in whole or in part, without premium or penalty (except to the extent otherwise set forth in the Amendment No. 3 Fee Letter); provided that, for the avoidance doubt, any voluntary reduction of all or any portion of the 2024-A Delayed Draw Term Loan Commitment shall also be deemed to be a voluntary reduction of the entire 2024-B Delayed Draw Term Loan Commitment. Each such reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the aggregate 2024-A Delayed Draw Term Loan Commitment or the aggregate 2024-B Delayed Draw Term Loan Commitment, as the case may be, is being reduced to zero and the aggregate amount of such Commitment in effect immediately prior to such reduction is less than $1,000,0005,000,000), shall be made by providing not less than five (5) Business Days' Days prior written notice to the Funding Agent Administrative Agent, and shall be irrevocable. Once the 2024-A Delayed Draw Term Loan Commitments or the 2024-B Delayed Draw Term Loan Commitments, as the case may be, are reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment such Commitments may not be increased. Each such reduction of the Total Revolving aggregate 2024-A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Delayed Draw Term Loan Commitment shall reduce be applied to the Revolving 2024-A Credit Commitment, the Revolving B Credit Delayed Draw Term Loan Commitment or the Revolving C Credit Commitment, as the case may be, of each 2024-A Delayed Draw Term Lender proportionately in accordance with its Pro Rata Share ratable share thereof, and each such reduction of the aggregate 2024-AB Delayed Draw Term Loan Commitment shall be applied to the 2024-B Delayed Draw Term Loan Commitment of each 2024-B Delayed Draw Term Lender proportionately in accordance with its ratable share thereof.

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment The Multicurrency Revolver Commitments and the Total Revolving C Credit Commitment Dollar Revolver Commitments shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, . (i) Borrowers may reduce the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment Multicurrency Revolver Commitments to an amount (which may be zero) not less than the greater of (i) $100,000,000 and (ii) the sum of (A) the aggregate unpaid Multicurrency Revolver Usage as of such date, plus (B) the principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans Multicurrency Revolver Advances not yet made as to which a Notice of Borrowing request has been given by the Borrower Borrowers under Section 2.022.3(a), plus (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Multicurrency Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(b); provided that the Borrowers may reduce the Multicurrency Revolver Commitments to $0 in connection with the payment in full of all Obligations and the termination of the Multicurrency Revolver Commitments in accordance with the terms hereof. Each reduction pursuant to this clause (i) shall be in an amount which is not less than $1,000,000, shall be made by providing not less than 3 Business Days prior written notice to Agent and shall be irrevocable. Once reduced, the Multicurrency Revolver Commitments may not withdrawn; be increased. Each such reduction of the Multicurrency Revolver Commitments shall reduce the Multicurrency Revolver Commitments of each Multicurrency Revolver Lender proportionately in accordance with its Pro Rata Share of the Multicurrency Revolver Commitments. (yii) Borrowers may reduce the Total Revolving B Credit Commitment Dollar Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid Dollar Revolver Usage as of such date, plus (B) the principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans Dollar Revolver Advances not yet made as to which a Notice of Borrowing request has been given by the Borrower Borrowers under Section 2.02 and 2.3(a), plus (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount Dollar Letters of all Revolving C Loans Credit not yet made issued as to which a Notice of Borrowing request has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made Borrowers pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a2.11(b). Each such reduction pursuant to this clause (ii) shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is not less than $1,000,000), shall be made by providing not less than five (5) 3 Business Days' Days prior written notice to the Funding Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment Dollar Revolver Commitments may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment Dollar Revolver Commitments shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, Dollar Revolver Commitments of each Dollar Revolver Lender proportionately in accordance with its Pro Rata Share thereofof the Dollar Revolver Commitments. (iii) The Initial Term Commitments shall terminate on the Closing Date immediately following the funding of the Initial Term Advances to be made on the Closing Date. (iv) The Delayed Draw Term Commitments shall terminate on the Final Term Funding Date immediately following the funding of the Delayed Draw Term Advances to be made on the Final Term Funding Date.

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower (i) US Borrowers may, without premium or penaltyon not more than three (3) occasions during the term hereof, reduce the Maximum US Revolver Amount (xwith a corresponding reduction in the Commitments) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid US Revolver Usage as of such date, plus (B) the principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans Advances not yet made as to the US Borrowers for which a Notice of Borrowing request has been given by the any US Borrower under Section 2.022.2(a), plus (C) the Letter of Credit Obligations at such time and (D) the stated face amount of all Letters of Credit not yet issued as with respect to the US Borrowers for which a request has been made and given by a US Borrower pursuant to Section 2.10(a). Avid Ireland may, on not withdrawn; more than three (y3) occasions during the Total Revolving B Credit Commitment term hereof, reduce the Maximum Irish Revolver Amount to an amount (which may be zero) that is not less than the sum of (A1) the aggregate unpaid Irish Revolver Usage as of such date, plus (2) the principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans Advances not yet made as to Avid Ireland for which a Notice of Borrowing request has been given by the Borrower Avid Ireland under Section 2.02 and 2.2(a), plus (C3) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount Letters of all Revolving C Loans Credit not yet made as issued with respect to Avid Ireland for which a Notice of Borrowing request has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made Avid Ireland pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a2.10(a). Each such reduction shall be in an amount which is an integral multiple of not less than $1,000,000 5,000,000 (unless the Total Revolving Credit Commitment Commitments are being reduced to zero and the amount of the Commitments in effect immediately prior to such reduction is are less than $1,000,0005,000,000), shall be made by providing not less than five (5) Business Days' Days prior written notice to the Funding Agent and shall be irrevocableirrevocable unless such notice specifies it is conditional on the consummation of a refinancing transaction, in which case such notice shall be contingent on the consummation thereof, and may be revoked by any Borrower if such refinancing transaction fails to close within thirty (30) days of such notice. Once reduced, the Total Revolving A Credit CommitmentMaximum US Revolver Amount, the Total Revolving B Credit Commitment Maximum Irish Revolver Amount and the Total Revolving C Credit Commitment Commitments may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment Maximum US Revolver Amount or the Total Revolving C Credit Commitment Maximum Irish Revolver Amount shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof. (ii) Upon the effectiveness of a reduction in Commitments pursuant to Section 2.3(c)(i), in view of the impracticality and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of Lenders’ lost profits as a result thereof, Borrowers shall pay to Agent, for the ratable account of Lenders, upon the effective date of such reduction, a commitment reduction fee in the amount equal to (A) with respect to any reduction which is effective from the Closing Date through and including the first (1st) anniversary of the Closing Date, two (2.0%) of the amount of such reduction in Commitments, (B) with respect to any reduction which is effective after the first (1st) anniversary of the Closing Date through and including the second (2nd) anniversary of the Closing Date, one (1.0%) of the amount of such reduction in Commitments, or (C) with respect to any reduction which is effective after the second (2nd) anniversary of the Closing Date, no commitment reduction fee shall be payable. With respect to any reduction in Commitments, the Borrowers shall only be obligated to pay fees under this clause (ii) or under Section 3.5 of this Agreement, but not both. (iii) As and when the Obligations owing in respect of Advances due and owing from any Foreign Borrower have been reduced to zero, and the Commitments to make any further Advances to any Foreign Borrower shall have irrevocably terminated or reduced to zero, then the Foreign Borrowers shall cease to be Borrowers, the Foreign Loan Parties which are Guarantors shall cease to be Guarantors pursuant to and in accordance with the terms of the guarantee to which such Person is a party; provided, that, solely for purposes of Section 6, the term Borrower and Loan Parties shall continue to include such Foreign Loan Parties.

Reduction of Commitments. Each of the (A) The Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment of each Lender shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and time, (D) the stated amount of all Letters Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn; , and (yE) any reserves established pursuant to clause (ii) of the definition of “Availability” and pursuant to the definition of “Borrowing Base”. (B) The Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and the Total Term Loan B Commitment shall each terminate after the Term Loan A, the Term Loan A-1 and the Term Loan B have been made to the Borrower, which shall not be later than the close of business on the Effective Date. (ii) Each such voluntary reduction of the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii2.05(a)(i)(A) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 2,500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,0002,500,000), shall be made by providing not less than five (5) Business Days' ’ prior written notice to the Funding Administrative Agent and the Collateral Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit applicable Commitment or the Revolving C Credit Commitment, as the case may be, of each Revolving Loan Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. Section 2.05(a) of the Financing Agreement is hereby amended and restated in its entirety to read as follows: (i) Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and Commitment, the Total Revolving C Credit Commitment and the Total Revolving D Credit Commitment shall terminate on the applicable Final Maturity Date; provided, however, that, if on February 2816, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. Notwithstanding anything contained in this Agreement or the other Loan Documents, unless all of the Revolving D Lenders otherwise agree, each prepayment (whether pursuant to an optional, scheduled or mandatory prepayment) of the Revolving D Loans shall result in a permanent reduction in the Total Revolving D Credit Commitment in an amount equal to the amount of such prepayment. (ii) The Borrower may, without premium or penalty, reduce (xw) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (yx) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (zy) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving D Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving D Loans then outstanding and (B) the aggregate principal amount of all Revolving D Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the applicable Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) Business Days' ’ prior written notice to the Funding Agent Agents and shall be irrevocable. . (iii) Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment and the Total Revolving C D Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment or the Total Revolving C D Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment, the Revolving C Credit Commitment or the Revolving C D Credit Commitment, as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereof.”

Reduction of Commitments. Each of (a) The Borrowers shall have the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations right at such any time and (D) from time to time on or before the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) Maturity Date upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) Business Days' prior written notice to the Funding Agent and shall be irrevocable. Once reduced, to reduce by $10,000,000 or a larger integral multiple of $5,000,000 or terminate entirely the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction unborrowed portion of the Total Revolving A Credit Revolver Commitment, whereupon the Total Revolving B Credit Commitment or Revolver Commitments of the Total Revolving C Credit Commitment Revolver Banks shall reduce be reduced pro rata in accordance with their respective Revolver Percentages of the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitmentamount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2.3(a), the Agent will notify the Revolver Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Agent for the respective accounts of the Revolver Banks the full amount of any Commitment Fee then accrued on the amount of the reduction, provided that so long as the Total Revolver Commitment is not terminated entirely, the Borrowers may pay any such accrued Commitment Fee on the last Business Day of the then-current fiscal quarter. (b) No reduction or termination of the Total Revolver Commitment once made may be revoked; the portion of the Total Revolver Commitment reduced or terminated may not be reinstated; and amounts in respect of such reduced or terminated portion may not be reborrowed. (c) Promptly after the effectiveness of any partial reduction in the Total Revolver Commitment pursuant to this Section 2.3, the Agent shall distribute to each Lender proportionately in accordance with its Pro Rata Share thereofBank an updated Schedule 1.1 reflecting such reduction.

Reduction of Commitments. Each of the Total The Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base Loan Commitments is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate82,071,430. The Borrower mayshall have the right, without premium upon at least three Business Days’ irrevocable notice to the Administrative Agent, to terminate in whole or penalty, reduce (x) ratably in part the Total Available Revolving A Credit Commitment to an amount (which may Loan Commitments; provided that each voluntary partial reduction shall be zero) not less than the sum of (A) in the aggregate unpaid principal amount of all $1,000,000 or in integral multiples of $1,000,000 in excess thereof. Immediately upon the Surety Collateral Release and each receipt of Prepayment Proceeds from an Asset Sale, Junior Interests Sale or the issuance of the Optional Issuance Senior Convertible Notes after the Term Loan has been paid in full, the Revolving A Loans then outstanding, (B) Loan Commitments shall be automatically and mandatorily reduced by the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02related Prepayment Proceeds, (C) the Letter of Credit Obligations at until such time and as the Revolving Loan Commitments is equal to $76,000,000 (D) but such limit shall not apply if such Prepayment Proceeds are related to the stated amount of all Letters of Credit not yet issued as to which Surety Collateral Release or a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be payment made pursuant to Section 2.05(c)(ii5.5(f)). Any voluntary or mandatory reduction or termination of the Revolving Loan Commitments pursuant to this Section 2.2(e) upon shall be permanent, with no obligation of the opening or establishment Banks to reinstate such Revolving Loan Commitments, and the facility fees provided for in Section 2.5(a) shall thereafter be computed (among other factors) on the basis of a the Revolving Loan Commitments, as so reduced. Section 9. The third sentence of Section 2.3(a) of the Credit Agreement is hereby amended to read in its entirety as follows: No Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to may have an amount (which may be zero) not less expiration date later than the sum of (Adate one year after the then-scheduled Revolving Loan Maturity Date. Section 10. Section 2.3(d) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) Business Days' prior written notice to the Funding Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, Agreement is hereby amended to read in its entirety as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereof.follows:

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment The Revolver Commitments and the Total Revolving C Credit Commitment Guaranteed Revolver Commitments shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, . (i) Borrower may reduce the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid Revolver Usage as of such date, plus (B) the principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans Advances not yet made as to which a Notice of Borrowing request has been given by the Borrower under Section 2.022.3(a), plus (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $1,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $1,000,000), shall be made by providing not less than 10 Business Days prior written notice to Agent and shall be irrevocable. Once reduced pursuant to this Section 2.4(c), the Revolver Commitments may not withdrawn; be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof. (yii) Borrower may reduce the Total Revolving B Credit Commitment Guaranteed Revolver Commitments to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid amount of outstanding Guaranteed Advances as of such date, plus (B) the principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans Guaranteed Advances not yet made as to which a Notice of Borrowing request has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a2.3(a). Each such reduction shall be in an amount which is an integral multiple of not less than $1,000,000 (unless the Total Revolving Credit Commitment Guaranteed Revolver Commitments are being reduced to zero and the amount of the Guaranteed Revolver Commitments in effect immediately prior to such reduction is are less than $1,000,000), shall be made by providing not less than five (5) 10 Business Days' Days prior written notice to the Funding Agent and shall be irrevocable. Once reducedreduced pursuant to this Section 2.4(c), the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment Guaranteed Revolver Commitments may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment Guaranteed Revolver Commitments shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, Guaranteed Revolver Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof.”

Reduction of Commitments. Each of (a) The US Borrower shall have the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations right at such any time and (D) the stated amount of all Letters of Credit not yet issued as from time to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) time upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) US Business Days' Days prior written notice to the Funding Administrative Agent and to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total US Commitment, whereupon the US Commitments of the US Revolving Credit Banks shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit reduced pro rata in accordance --- ---- with their respective US Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction Percentages of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitmentamount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of each Lender proportionately the US Borrower delivered pursuant to this (S)2.3 (a) the Administrative Agent will notify the US Revolving Credit Banks of the substance thereof. Upon the effective date of any such reduction or termination, the US Borrower shall pay to the Administrative Agent for the respective accounts of the US Revolving Credit Banks the full amount of any US Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the US Commitments may be reinstated. (b) The Australian Borrower shall have the right at any time and from time to time upon five (5) Australian Business Days prior written notice to the Australian Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Australian Commitment, whereupon the Australian Commitments of the Australian Banks shall be reduced pro rata in --- ---- accordance with their respective Australian Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Australian Borrower delivered pursuant to this (S)2.3(b), the Australian Agent will notify the Australian Banks and the Administrative Agent of the substance thereof. Upon the effective date of any such reduction or termination, the Australian Borrower shall pay to the Australian Agent for the respective accounts of the Australian Banks the full amount of any Australian Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Total Australian Commitments may be reinstated. (c) The Mexican Borrower shall have the right at any time and from time to time upon five (5) Mexican Business Days prior written notice to the Administrative Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Mexican Commitment, whereupon the Mexican Commitments of the US Revolving Credit Banks shall be reduced pro --- rata in accordance with its Pro Rata Share their respective Mexican Commitment Percentages of ---- the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Mexican Borrower delivered pursuant to this (S)2.3(c), the Administrative Agent will notify the US Revolving Credit Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Mexican Borrower shall pay to the Administrative Agent for the respective accounts of the US Revolving Credit Banks the full amount of any Mexican Commitment Fee then accrued on the amount of the reduction. No reduction or termination of the Total Mexican Commitments may be reinstated.

Reduction of Commitments. Each (A) The Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall terminate on the Maturity Date. The Borrowers may, subject to the payment of the Applicable Prepayment Premium, if any, payable in connection with such reduction of the Total Revolving A Credit Commitment, reduce the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and time, (D) the stated amount of all Letters Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn; , and (yE) any reserves established pursuant to clause (ii) of the definition of “Availability” and pursuant to the definition of “Borrowing Base”. (B) The Total Term Loan A Commitment and the Total Term Loan B Commitment shall each terminate after the Term Loan A and the Term Loan B have been made to the Borrowers, which shall not be later than the close of business on the Effective Date. (ii) Each such voluntary reduction of the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii2.05(a)(i)(A) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 2,500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,0002,500,000), shall be made by providing not less than five (5) Business Days' ’ prior written notice to the Funding Administrative Agent and the Collateral Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit applicable Commitment or the Revolving C Credit Commitment, as the case may be, of each Revolving Loan Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. Each of the (i) Revolving Credit Commitments. The Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004. On or after the first anniversary of the Effective Date, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) 3 Business Days' Days prior written notice to the Funding Administrative Agent and shall be irrevocable; provided that, a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the consummation of financing that will refinance the Indebtedness under this Agreement, in which case such notice may be revoked by the Borrower if such condition is not satisfied (by notice to the Administrative Agent on or prior to the specified effective date), and if such notice is revoked then, anything to the contrary contained herein notwithstanding, the failure to terminate the Commitments on the date specified in such notice shall not constitute an Event of Default. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. Each of the (i) The Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower Borrowers may, without premium or penaltypenalty (except as provided in Section 2.05(a)(iv)), reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (AI) the aggregate unpaid principal amount of all Revolving A Credit Loans then outstanding, (BII) the aggregate principal amount of all Revolving A Credit Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (CIII) the Letter of Credit Obligations LC Exposure at such time and (DIV) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; . (yii) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000, in which case the reduction shall be in the entire amount of such Total Revolving Credit Commitment), shall be made by providing not less than five three (53) Business Days' prior written notice to the Funding Administrative Agent and shall be irrevocable. Once reduced, the applicable Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. . (iii) Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit applicable Commitment or the Revolving C Credit Commitment, as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereof. (iv) If prior to the one year anniversary of the Effective Date, either (a) this Agreement is terminated or (b) the Total Revolving Credit Commitment is reduced pursuant to Section 2.05(a) to an amount that is 50% or less of the amount of the Total Revolving Credit Commitment as in effect on the Effective Date, then at the effective date of such termination or reduction, the Borrowers shall pay to the Administrative Agent, for the ratable benefit of Lenders (in addition to the then outstanding principal, accrued interest and other charges then due and payable under the terms of this Agreement and any of the other Loan Documents) and any amounts owing pursuant to Section 2.10, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to 1.0% of the amount of the Total Revolving Credit Commitment (as such amount is calculated as of the date of termination or reduction). If any such termination or reduction occurs on or after the one year anniversary of the Effective Date, no such liquidated damages shall be payable.

Reduction of Commitments. Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment The Revolver Commitments shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, . Borrowers may reduce the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower mayRevolver Commitments of either Class, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid Revolver Usage of such Class as of such date, plus (B) the principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans such Class not yet made as to which a Notice of Borrowing request has been given by the Borrower Borrowers under Section 2.022.3(a), plus (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit of such Class not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made Borrowers pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a2.11(a). Each such reduction shall be in an amount which is an integral multiple of not less than $1,000,000 5,000,000 (unless the Total Revolving Credit Commitment Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction is are less than $1,000,0005,000,000), shall be made by providing not less than five (5) Business Days' Days prior written notice to Agent or such shorter period as the Funding Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in which case such notice may be revoked by Borrowers (by notice to Agent from Parent on or prior to the specified effective date) if such condition is not satisfied. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment Revolver Commitments may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment Revolver Commitments shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, Revolver Commitments of each Revolving Lender proportionately in accordance with its Pro Rata Share ratable share thereof. In the event of any reduction of the Revolver Commitments prior to the Canadian Amendments Effective Date (as defined in the Sixth Amendment), with respect to each Revolving Lender, such reduction will be deemed to reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in each case to become effective on the Canadian Amendments Effective Date pursuant to the Sixth Amendment).

Reduction of Commitments. Each of At Lessee's sole option, Lessee shall have the Total Revolving A Credit Commitment, right prior to the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall terminate on the Final Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum earlier of (A) the aggregate unpaid principal amount third anniversary of all Revolving A Loans then outstanding, the Documentation Date and (B) the aggregate principal amount date total Advances are in excess of all Revolving A Loans not yet made $1,200,000,000.00, to send a notice to the Participants and Agents notifying them that the Lessee wishes to reduce the Commitments by reason of Lessee's reduction in the Construction Budget, so long as the Lessee shall satisfy prior to which a Notice exercising any such right each of Borrowing has been given by the Borrower under Section 2.02following conditions: that (i) after giving effect to the exercise of any such right, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount there shall exist no Event of all Revolving B Loans then outstandingDefault or Bankruptcy Default, and (B) the aggregate principal amount anticipated Fair Market Value of all Revolving B Loans not yet made the remaining Improvements to be constructed in accordance with the revised Plans and Specifications, as to which a Notice of Borrowing has been given shown on an updated appraisal, performed by the Borrower under Section 2.02 and appraiser who prepared the Appraisal (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant or if such appraiser is unavailable or unable to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to perform such appraisal, by an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given appraiser selected by the Borrower under Section 2.02 Majority Banks and (Capproved by the Lessee) in accordance with the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon standards used for preparing the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000)As-Built Appraisal, shall be made by providing not (x) as of the Lease Term Expiration Date at least four times greater than the revised Unguaranteed Residual Value, and (y) as of the Lease Commencement Date, no less than five 60% of the aggregate amount of Advances previously advanced and to be Advanced by the Participants to obtain Substantial Completion of the revised Improvements, (5ii) Business Days' prior written the Participants and the Trustee shall have received revised Plans and Specifications, the revised appraisal and a revised budget and schedule for the construction of the remaining Improvements which are reasonably satisfactory to them in all respects and (iii) no less than 40% of the revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be used by the Lessee or its Affiliates. If the Lessee shall send a notice described in the preceding sentence, and shall otherwise comply with all of the provisions of this Section 2.7, the Commitments of the Participants shall automatically be reduced pro rata in an aggregate amount equal to the Funding Agent and shall be irrevocable. Once reduced, reduction in the Total Revolving A Credit Commitment, Commitments set forth in the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment or the Total Revolving C Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment or the Revolving C Credit Commitment, as the case may be, of each Lender proportionately in accordance with its Pro Rata Share thereofnotice given by Lessee.