Common use of Termination and Reduction of Commitments and Swingline Commitment Clause in Contracts

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Initial Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Date. The Initial Revolving Credit Commitments shall be automatically and permanently terminated on the Initial Revolving Credit Termination Date (or Maturity Date. The Swingline Commitment shall be automatically and permanently terminated on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Latest Revolving Credit Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.29.02. The Swingline Commitment Additional Term Commitments of any Class shall be automatically and permanently terminated on terminate upon the Swingline Maturity Date (or on May 31, 2005, if making of the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Additional Term Loans of such Series have been made Class and, if any such Additional Term Commitment is not drawn on the date that such Additional Term Commitment is required to be drawn pursuant to the applicable Refinancing Amendment or Incremental Facility Agreement, the undrawn amount thereof shall automatically terminate and the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified therefor in full on the applicable Refinancing Amendment or prior to such dateIncremental Facility Agreement. (b) At any time and from time to time after the date hereofClosing Date, upon not less than three (3) one Business Days’ Day’s prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or and/or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 in the case of the Unutilized Revolving Credit Commitments ($200,000 100,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof the case of the Unutilized Revolving Credit Commitments ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), ) in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedexcess thereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments; provided, that any Incremental Revolving Facility may provide that the Borrower may terminate the commitments of such Incremental Revolving Facility on a less than pro rata basis with any other existing Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline LenderLender (and shall require immediate prepayment of the Swingline Loans to the extent that the Swingline Commitment is reduced below the amount of Swingline Loans then outstanding).

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) five Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($200,000 500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, Commitment or the Letter of Credit Subcommitment or the Foreign Currency Subcommitment Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, Commitment or the Letter of Credit Subcommitment or the Foreign Currency SubcommitmentSublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company or Borrower, the Swingline Lender or any other Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments and the Tranche B Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans and the Tranche B Term Loans, respectively on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2Date. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date, in which event such Incremental Term Loan Commitments shall terminate on such earlier date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. (b) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under Section 2.6(e) or 2.6(f) (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(g). (c) At any time and from time to time after the date hereof, upon not less than three five (35) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, ; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($200,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and thereof; provided further that a notice of termination of the Borrower may not reduce the aggregate Unutilized Revolving Credit Commitments delivered by below the Company may state that amount of Swingline Loans outstanding at the time of such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedreduction. The amount of any termination or reduction made under this Section 2.5(b2.5(c) may not thereafter be reinstated. (cd) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Initial Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if upon the Closing Date shall not have occurred on or prior to such date)funding of the Initial Term Loans. The Initial Revolving Credit Commitments shall be automatically and permanently terminated on the Initial Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2Maturity Date. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Latest Revolving Credit Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2Date. The Incremental Additional Term Loan Commitments relating to of any Series Class shall automatically terminate upon the making of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Additional Term Loans of such Series have been made Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Incremental Facility Agreement, the undrawn amount thereof shall automatically terminate and the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified therefor in full on or prior to such date. (b) At any the applicable Incremental Facility Agreement. Any time and from time to time after the date hereofClosing Date, upon not less than three (3) Business Days’ prior written notice (or telephonic notice if followed promptly by written notice) given to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitmentnot later than 1:00 p.m., five Business Days prior to each such termination, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, Commitments; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) 5,000,000 or, if greater, an integral multiple of $500,000 5,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (b) may not thereafter be reinstated. (cb) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 2.05 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments; provided that any Incremental Revolving Facility may provide that the Borrower may terminate the commitments of such Incremental Revolving Facility on a less than pro rata basis with any other existing Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 2.05 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline LenderLender (and shall require immediate prepayment of the Swingline Loans to the extent that the Swingline Commitment is reduced below the amount of Swingline Loans then outstanding).

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A B Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A B Term Loans on the Closing Date (or on May 31November 15, 20052006, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31November 15, 20052006, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31November 15, 20052006, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Lenders' obligation to advance Term Loan Commitments Loans shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans at 5:00 p.m., Charlotte time, on the Closing Date Date. (or on May 31, 2005, if the Closing Date shall not have occurred on or prior b) The Lenders' obligation to such date). The advance Revolving Credit Commitments Loans shall be automatically and permanently terminated on the Revolving Credit Facility Termination Date Date. (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. c) The Swingline Commitment Lender's obligation to advance Swingline Loans shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such dateDate. (bd) At any time and from time to time after the date hereoftime, upon not less than three at least five (35) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company may Borrower may, without premium or penalty, terminate in whole or reduce in part the aggregate Total Unutilized Revolving Credit Commitments Commitment or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($200,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple in multiples of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (D) may not thereafter be reinstated. (ce) Each reduction of the Total Revolving Credit Commitments pursuant to Commitment under this Section 2.5 SECTION 2.4 shall be applied ratably among the Revolving Credit Lenders according to their respective relative Revolving Credit Commitments. After any such reduction, the fee provided in SECTIONS 2.7(B) shall be calculated with respect to the reduced Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Total Revolving Credit Commitments pursuant to this Section 2.5 SECTION 2.4 that has the effect of reducing the aggregate Total Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Total Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May December 31, 20052004, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May December 31, 20052004, if the Closing Date shall not have occurred on or prior to such date). The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on December 31, 2004, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments (but not to an amount lower than the aggregate principal amount of Swingline Loans outstanding at the time of reduction) or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.5(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit aggregate Commitments shall be automatically and permanently terminated on the Revolving Credit Commitment Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2Date. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made in full on or prior to such dateCommitment Termination Date. (b) At any time and from time to time after the date hereof, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent (and in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, ; provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($200,000 500,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a applied ratably among the Lenders according to their respective Commitments. Any such notice of termination of the Revolving Credit Commitments delivered by the Company Borrower may state that such notice is be conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise)transactions, in which case such notice may be revoked or its effectiveness deferred by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any termination or reduction made under this Section 2.5(b2.6(b) may not thereafter be reinstated. (c) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 2.6 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or Sublimit and/or the Foreign Currency Subcommitment Participated Letter of Credit Sublimit at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or Sublimit and/or the Foreign Currency SubcommitmentParticipated Letter of Credit Sublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company or Borrower, the Issuing Banks, the Swingline Lender or any other Lender. (c) All fees accrued in respect of the Unutilized Commitments until the effective date of any termination thereof shall be paid on the effective date of such termination. 42 11863223v8 24740.00050

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or on May 31, 2005or, if earlier, on April 30, 2001), unless the Closing Date shall not Term Loans have occurred been made in full on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31April 30, 20052001, but only if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. 8.2. (b) The Incremental Term Loan Revolving Credit Commitments relating to shall, on each date upon which a prepayment of the Loans is required under any Series of Incremental subsections (d) and (e) of Section 2.6 (and exceeds in amount the aggregate principal amount of Term Loans shall then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently terminated on reduced by the Incremental Term Loan Effective Date relating to amount, if any, by which the amount of such Series required prepayment (determined as if an unlimited amount of Incremental Term Loans, unless the Incremental Term Loans were then outstanding) exceeds the aggregate principal amount of such Series have been made Term Loans then actually outstanding, as more particularly set forth in full on or prior to such dateSection 2.6(f). (bc) At any time and from time to time after the date hereof, upon not less than three five (35) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 5,000,000 ($200,000 1,000,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (c) may not thereafter be reinstated. (cd) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment Commitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Termination Date (or on May 31June 30, 20051998, but only if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date), unless sooner terminated pursuant to any other provision of this Section 2.5 or Section 9.2. The Swingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Date, unless sooner terminated pursuant to any other provision of this Section 2.5 section or Section SECTION 9.2. . (b) The Incremental Term Loan Commitments relating to shall, on each date upon which a prepayment of the Loans is required under any Series provision of Incremental Term Loans shall SECTION 2.6, be automatically and permanently terminated on reduced by the Incremental Term Loan Effective Date relating to such Series of Incremental Term Loans, unless the Incremental Term Loans amount of such Series have been made required prepayment, as more particularly set forth in full on or prior to such dateSECTION 2.6(D). (bc) At any time and from time to time after the date hereof, upon not less than three five (35) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline CommitmentCommitments, provided that any such partial reduction shall be in an aggregate amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 1,000,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (c) may not thereafter be reinstated. (cd) If at any time the Borrower incurs Indebtedness as described in SECTION 8.2(III)(A), the Commitments shall be automatically and permanently reduced by the amount of such Indebtedness. (e) Not later than one hundred eighty (180) days after its receipt of any proceeds of insurance, condemnation award or other compensation in respect of any Casualty Event (and in any event upon its determination not to repair or replace any property subject to such Casualty Event), the Commitments shall be automatically and permanently reduced in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event (less any amounts theretofore applied to the repair or replacement of property subject to such Casualty Event). The Borrower will deliver to the Agent, concurrently with such reduction, a certificate signed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds; provided, however, that, notwithstanding the foregoing, (i) nothing in this subsection shall be deemed to limit or otherwise affect any right of the Agent herein or in any of the other Credit Documents to receive and hold such proceeds as loss payee and to disburse the same to the Borrower upon the terms hereof or thereof, or any obligation of the Borrower and each of its Subsidiaries herein or in any of the other Credit Documents to remit any such proceeds to the Agent upon its receipt thereof, and (ii) any and all such proceeds received or held by the Agent or the Borrower or any of its Subsidiaries during the continuance of an Event of Default (regardless of any proposed or actual use thereof for repair or replacement) shall be applied to prepay the outstanding principal amount of the Loans. (f) Each reduction of the Revolving Credit Commitments pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section 2.5 that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment at such time shall result in an automatic corresponding reduction of the Swingline Commitment, the Letter of Credit Subcommitment or the Foreign Currency Subcommitment, as the case may be, Commitment to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company Borrower or the Swingline Lender.

Termination and Reduction of Commitments and Swingline Commitment. (a) The Tranche A Term Loan Commitments shall be automatically and permanently terminated concurrently with the making of the Tranche A Term Loans on the Closing Date (or, if earlier, on February 1, 1999), unless the Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Termination Date (or on May 31February 1, 20051999, but only if the Closing Date shall not have occurred on or prior to such date). The Revolving Credit Commitments Swingline Commitment shall be automatically and permanently terminated on the Revolving Credit Termination Date (or on May 31, 2005, if the Closing Date shall not have occurred on or prior to such date)Swingline Maturity Date, unless sooner terminated pursuant to any other provision of this Section 2.5 or Section SECTION 9.2. . (b) The Swingline Commitment shall Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any of subsections (e) through (g) of SECTION 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently terminated on reduced by the Swingline Maturity Date (or on May 31, 2005amount, if any, by which the Closing Date shall not have occurred on or prior to amount of such date), unless sooner terminated pursuant to any other provision required prepayment (determined as if an unlimited amount of this Section 2.5 or Section 9.2. The Incremental Term Loan Commitments relating to any Series of Incremental Term Loans shall be automatically and permanently terminated on were then outstanding) exceeds the Incremental Term Loan Effective Date relating to such Series aggregate principal amount of Incremental Term Loans, unless the Incremental Term Loans of such Series have been made then actually outstanding, as more particularly set forth in full on or prior to such dateSECTION 2.6(H). (bc) At any time and from time to time after the date hereof, upon not less than three five (35) Business Days’ ' prior written notice to the Administrative Agent (and and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Company Matria may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or Commitments, the Unutilized Swingline CommitmentCommitment and/or the Foreign Currency Sublimit, provided that any such partial reduction shall be in an aggregate amount principal Dollar Amount of not less than $1,000,000 ($200,000 in the case of the Unutilized Swingline Commitment) or, if greater, an integral multiple of $500,000 in excess thereof ($100,000 in the case of the Unutilized Swingline Commitment), and provided further that a notice of termination of the Revolving Credit Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, a public offering of Capital Stock of the Parent or a sale of all or substantially all the assets or Capital Stock of the Company or the Parent (whether by merger or otherwise), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedthereof. The amount of any termination or reduction made under this Section 2.5(bsubsection (c) may not thereafter be reinstated. (cd) Each reduction of the Revolving Credit Commitments or the Foreign Currency Sublimit pursuant to this Section 2.5 shall be applied ratably among the Revolving Credit Lenders according to their respective Revolving Credit Commitments or ratable share (based on their respective Revolving Credit Commitments) of the Foreign Currency Sublimit, as the case may be. Notwithstanding any provision of this Agreement to the contrary, any reduction of to the Revolving Credit Commitments pursuant to this Section 2.5 extent that has the effect of reducing the aggregate Revolving Credit Commitments are reduced pursuant to this Section to an amount less lower than the amount of the Swingline Commitment, the Letter of Credit Subcommitment Commitment or the Foreign Currency Subcommitment at such time Sublimit, there shall result in an automatic be a corresponding permanent reduction of the Swingline Commitment, the Letter of Credit Subcommitment Commitment or the Foreign Currency SubcommitmentSublimit, as the case may be, to the amount of the aggregate Revolving Credit Commitments (as so reduced), without any further action on the part of the Company or the Swingline Lender.