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

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (y) the Borrower shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default shall existhas occurred and is continuing, and (B) the representations and warranties made or deemed made Company may, by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (y) the Borrower shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver written notice to the Administrative Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by the Administrative Agent and each Bank) prior to April 30, but not before April 1, of each year beginning in 2003, request that the Banks extend the then applicable Revolving Credit Maturity Date to a certificate from date that is one year later than the chief executive officer or chief financial officer certifying Revolving Credit Maturity Date then in effect (each such request, a "Request"). (b) Each Bank shall, within 30 days of receipt of any such request, notify the matters referred Administrative Agent in writing whether such Bank consents to the extension of the Revolving Credit Maturity Date, such consent to be in the immediately preceding clauses sole discretion of such Bank. If any Bank does not so notify the Administrative Agent of its decision within such 30 day period, such Bank shall be deemed to have not consented to such request of the Company. (x)(Ac) The Administrative Agent shall promptly notify the Company whether the Banks have consented to such request. If the Administrative Agent does not so notify the Company within 30 days of the Administrative Agent's receipt such Request, the Administrative Agent shall be deemed to have notified the Company that the Banks have not consented to the Company's request. (d) Each Bank which elects not to extend the Revolving Credit Maturity Date or fails to so notify the Administrative Agent of such consent (a "Non-Consenting Bank") hereby agrees that if any other Bank or financial institution acceptable to the Company and the Administrative Agent offers to purchase such Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all other amounts accrued for the account of such Non-Consenting Bank and the Company pays to such Non-Consenting Bank a fee equal to the Applicable Prepayment Percentage multiplied by the sum of the Non- Consenting Bank's Revolving Credit Commitment and the outstanding principal amount of the portion of the Term Loan held by such Non-Consenting Bank, such Non-Consenting Bank will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Bank or financial institution pursuant to and on the terms specified in the form of Assignment Agreement attached hereto as Exhibit I. Before assigning to a financial institution other than a Bank pursuant to this clause (x)(Bd), each Bank that has elected to extend the Revolving Credit Maturity Date (a "Consenting Bank") shall have the right, but not any obligation, pro rata with all other Consenting Banks which elect to purchase a pro rata share of such non-consenting Bank's Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Bank's Percentage thereof pursuant to this clause (d). The Consenting Banks which elect to exercise their purchase options hereunder shall by mutual agreement determine the amount of each Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Bank, provided that if there is any dispute among the Consenting Banks such purchase shall be based upon a pro rata sharing of each Non-Consenting Bank's Percentage thereof. Only if the Consenting Banks have determined not to purchase all of the Non-Consenting Bank's Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Bank then purchase such Non-Consenting Bank's Revolving Credit Aggregate Commitment. (e) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Banks have consented to the extension or if another Bank or financial institution has purchased each such Non-Consenting Bank's Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (f) In the event, after giving effect to any assignments to Consenting Banks under Section 2.16(d) hereof or otherwise, Banks holding eighty percent (80%) or more of the Percentages (the "Approving Percentages") have consented to an extension of the Revolving Credit Maturity Date hereunder, such extension shall become effective, notwithstanding that all of the Banks have failed to approve such extension in accordance with this Section 2.16, so long as Company, within forty five (45) days, reduces the Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and repays the Indebtedness then outstanding hereunder (and, if necessary causes any outstanding Letters of Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that the entire Indebtedness outstanding to the Non-Consenting Banks shall have been paid and discharged in full. Reductions of the Revolving Credit Aggregate Commitment made under this Section 2.16 (f) may be made without regard to the notice provisions set forth in Section 2.15 hereof, but shall otherwise comply with said Section 2.15, except that any amounts repaid by the Company against the Indebtedness pursuant to this subparagraph (f) shall be first applied to the Indebtedness outstanding to the Non-Consenting Banks still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.15 hereof and the Percentages held by such Non-Consenting Banks shall be reallocated to the Consenting Banks (giving effect to any assignments, as aforesaid), pro rata, based on the Percentages then in effect and Administrative Agent shall distribute to the remaining Banks a revised Schedule 1.1 reflecting such reallocated Percentages.

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default shall existhas occurred and is continuing, and (B) the representations and warranties made or deemed made Company may, by the Borrower written notice to Agent and each other Loan Party Revolving Credit Lender (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Revolving Credit Lender) prior to April 30 but not before March 31st of each year, request that Revolving Credit Lenders extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (such request, a “Request”). (a) Each Revolving Credit Lender shall, within 30 days of receipt of such request, notify Agent in writing whether such Revolving Credit Lender consents to the extension of the Revolving Credit Maturity Date, such consent to be in the Loan Documents to which sole discretion of such Revolving Credit Lender. If any Revolving Credit Lender does not so notify Agent of them is a partyits decision within such 30 day period, such Revolving Credit Lender shall be true deemed to have not consented to such request of the Borrower. (b) Agent shall promptly notify Company whether Revolving Credit Lenders have consented to such request. If Agent does not so notify Company within 30 days of Agent’s receipt such Request, Agent shall be deemed to have notified Company that Revolving Credit Lenders have not consented to Company’s request. (c) Each Revolving Credit Lender which elects not to extend the Revolving Credit Maturity Date or fails to so notify Agent of such consent (a “Non-Consenting Lender”) hereby agrees that if any other Revolving Credit Lender or financial institution acceptable to Company and correct Agent offers to purchase such Non- Consenting Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all material respects (except other amounts accrued for the account of such Non- Consenting Lender, such Non-Consenting Lender will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Revolving Credit Lender or financial institution pursuant to and on the terms specified in the case form of Assignment Agreement attached hereto as Exhibit E. Before assigning to a representation or warranty qualified financial institution other than a Revolving Credit Lender pursuant to this clause (d), each Revolving Credit Lender that has elected to extend the Revolving Credit Maturity Date (a “Consenting Lender”) shall have the right, but not any obligation, pro rata with all other Consenting Lenders which elect to purchase a pro rata share of such non-consenting Revolving Credit Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Lender’s Revolving Credit Percentage thereof pursuant to this clause (d). The Consenting Lenders which elect to exercise their purchase options hereunder shall by materialitymutual agreement determine the amount of each Non-Consenting Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Lender, in which case provided that if there is any dispute among the Consenting Lenders such representation or warranty purchase shall be true and correct in based upon a pro rata sharing of each Non-Consenting Lender’s Revolving Credit Percentage thereof. Only if the Consenting Lenders have determined not to purchase all respects) on and as of the date Non-Consenting Lender’s Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Lender then purchase such Non-Consenting Lender’s Revolving Credit Aggregate Commitment. (d) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Revolving Credit Lenders have consented to the extension or if another Lender or financial institution has purchased each such Non-Consenting Lender’s Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (e) In the event, after giving effect to any assignments to Consenting Lenders under Section 2.16(d) hereof or otherwise, Revolving Credit Lenders holding eighty percent (80%) or more of the Revolving Credit Percentages (the “Approving Percentages”) have consented to an extension of the Revolving Credit Maturity Date hereunder, such extension shall become effective, notwithstanding that all of Revolving Credit Lenders have failed to approve such extension in accordance with this Section 2.16, so long as Company, at least five (5) Business Days prior to the same force Revolving Credit Maturity Date then in effect, reduces the Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and effect as repays the Indebtedness then outstanding hereunder (and, if made on and as necessary causes any outstanding Letters of such date except Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that such representations and warranties expressly relate solely the entire Indebtedness outstanding to an earlier date (in which case such representations and warranties the Non-Consenting Lenders shall have been true paid and correct discharged in all material respects full. Reductions may be made without regard to the notice provisions set forth in Section 2.15 hereof, but shall otherwise comply with said Section 2.15, except that any amounts repaid by Company against the Indebtedness pursuant to this subparagraph (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty f) shall be true first applied to the Indebtedness outstanding to the Non- Consenting Lenders still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.15 hereof and correct in all respects) on and the Revolving Credit Percentages held by such Non-Consenting Lenders shall be reallocated to the Consenting Lenders (giving effect to any assignments, as of such earlier dateaforesaid), pro rata, based on the Revolving Credit Percentages then in effect and (y) the Borrower Agent shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior distribute to the effectiveness of any remaining Revolving Credit Lenders a revised Schedule 1.1 reflecting such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)reallocated Revolving Credit Percentages.

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default shall existhas occurred and is continuing, and (B) the representations and warranties made or deemed made Company may, by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (y) the Borrower shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver written notice to the Administrative Agent and each Bank (which notice shall be irrevocable and which shall not be deemed effective unless actually received by the Administrative Agent and each Bank) prior to April 30, but not before April 1, of each year beginning in 2005, request that the Banks extend the then applicable Revolving Credit Maturity Date to a certificate from date that is one year later than the chief executive officer or chief financial officer certifying Revolving Credit Maturity Date then in effect (each such request, a "Request"). (b) Each Bank shall, within 30 days of receipt of any such request, notify the matters referred Administrative Agent in writing whether such Bank consents to the extension of the Revolving Credit Maturity Date, such consent to be in the immediately preceding clauses sole discretion of such Bank. If any Bank does not so notify the Administrative Agent of its decision within such 30 day period, such Bank shall be deemed to have not consented to such request of the Company. (x)(Ac) The Administrative Agent shall promptly notify the Company whether the Banks have consented to such request. If the Administrative Agent does not so notify the Company within 30 days of the Administrative Agent's receipt such Request, the Administrative Agent shall be deemed to have notified the Company that the Banks have not consented to the Company's request. (d) Each Bank which elects not to extend the Revolving Credit Maturity Date or fails to so notify the Administrative Agent of such consent (a "Non-Consenting Bank") hereby agrees that if any other Bank or financial institution acceptable to the Company and the Administrative Agent offers to purchase such Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all other amounts accrued for the account of such Non-Consenting Bank, such Non-Consenting Bank will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Bank or financial institution pursuant to and on the terms specified in the form of Assignment Agreement attached hereto as Exhibit I. Before assigning to a financial institution other than a Bank pursuant to this clause (x)(Bd), each Bank that has elected to extend the Revolving Credit Maturity Date (a "Consenting Bank") shall have the right, but not any obligation, pro rata with all other Consenting Banks which elect to purchase a pro rata share of such non-consenting Bank's Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Bank's Percentage thereof pursuant to this clause (d). The Consenting Banks which elect to exercise their purchase options hereunder shall by mutual agreement determine the amount of each Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Bank, provided that if there is any dispute among the Consenting Banks such purchase shall be based upon a pro rata sharing of each Non-Consenting Bank's Percentage thereof. Only if the Consenting Banks have determined not to purchase all of the Non-Consenting Bank's Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Bank then purchase such Non-Consenting Bank's Revolving Credit Aggregate Commitment. (e) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Banks have consented to the extension or if another Bank or financial institution has purchased each such Non-Consenting Bank's Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (f) In the event, after giving effect to any assignments to Consenting Banks under Section 2.16(d) hereof or otherwise, Banks holding eighty percent (80%) or more of the Percentages (the "Approving Percentages") have consented to an extension of the Revolving Credit Maturity Date hereunder, such extension shall become effective, notwithstanding that all of the Banks have failed to approve such extension in accordance with this Section 2.16, so long as Company, within forty five (45) days, reduces the Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and repays the Indebtedness then outstanding hereunder (and, if necessary causes any outstanding Letters of Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that the entire Indebtedness outstanding to the Non-Consenting Banks shall have been paid and discharged in full. Reductions of the Revolving Credit Aggregate Commitment made under this Section 2.16 (f) may be made without regard to the notice provisions set forth in Section 2.14 hereof, but shall otherwise comply with said Section 2.14, except that any amounts repaid by the Company against the Indebtedness pursuant to this subparagraph (f) shall be first applied to the Indebtedness outstanding to the Non-Consenting Banks still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.14 hereof and the Percentages held by such Non-Consenting Banks shall be reallocated to the Consenting Banks (giving effect to any assignments, as aforesaid), pro rata, based on the Percentages then in effect and Administrative Agent shall distribute to the remaining Banks a revised Schedule 1.1 reflecting such reallocated Percentages.

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default has occurred and is continuing, Company may, by written notice to Agent and each Bank (which notice shall existbe irrevocable and which shall not be deemed effective unless actually received by Agent and each Bank): (i) prior to March 31, 2004, but not before March 1, 2004, request that the Banks extend the then applicable Revolving Credit Maturity Date to February 28, 2007 (such request, the "Initial Request"); and (Bii) (a) prior to March 31, but not before March 1, of each year beginning in 2006 (if the representations Initial Request is made and warranties made approved by the Banks) or deemed (b) prior to November 30 but not before November 1, of each year beginning in 2004 (if the Initial Request is not made by the Borrower and each other Loan Party Company or approved by the Banks) request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect. (b) Each Bank shall, within 30 days of receipt of the applicable request, notify the Agent in writing whether such Bank consents to the extension of the Revolving Credit Maturity Date, such consent to be in the Loan Documents to which sole discretion of such Bank. If any Bank does not so notify the Agent of them is a partyits decision within such 30 day period, such Bank shall be true deemed to have not consented to such request of the Company. (c) The Agent shall promptly notify the Company whether all of the Banks have consented to such request. If the Agent does not so notify the Company within 30 days of the Agent's receipt such Request, the Agent shall be deemed to have notified the Company that all of the Banks have not consented to the Company's request. (d) Each Bank which elects not to extend the Revolving Credit Maturity Date or fails to so notify the Agent of such consent (a "Non-Consenting Bank") hereby agrees that if any other Bank or financial institution acceptable to the Company and correct the Agent offers to purchase such Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all material respects (except other amounts accrued for the account of such Non-Consenting Bank, such Non-Consenting Bank will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Bank or financial institution pursuant to and on the terms specified in the case form of Assignment Agreement attached hereto as Exhibit I. Before assigning to a representation or warranty qualified financial institution other than a Bank pursuant to this clause (d), each Bank that has elected to extend the Revolving Credit Maturity Date (a "Consenting Bank") shall have the right, but not any obligation, pro rata with all other Consenting Banks which elect to purchase a pro rata share of such non-consenting Bank's Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Bank's Percentage thereof pursuant to this clause (d). The Consenting Banks which elect to exercise their purchase options hereunder shall by materialitymutual agreement determine the amount of each Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Bank, in which case provided that if there is any dispute among the Consenting Banks such representation or warranty purchase shall be true and correct in based upon a pro rata sharing of each Non-Consenting Bank's Percentage thereof. Only if the Consenting Banks have determined not to purchase all respects) on and as of the date Non-Consenting Bank's Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Bank then purchase such Non-Consenting Bank's Revolving Credit Aggregate Commitment. (e) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Banks have consented to the extension or if another Bank or financial institution has purchased each such Non-Consenting Bank's Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (f) In the event, after giving effect to any assignments to Consenting Banks under Section 2.15(d) hereof or otherwise, Banks holding eighty percent (80%) or more of the Percentages (the "Approving Percentages") have consented to an extension of the Revolving Credit Maturity Date hereunder, such extension shall become effective, notwithstanding that all of the Banks have failed to approve such extension in accordance with this Section 2.15, so long as Company, within forty five (45) days, reduces the same force Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and effect as repays the Indebtedness then outstanding hereunder (and, if made on and as necessary causes any outstanding Letters of such date except Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that such representations and warranties expressly relate solely the entire Indebtedness outstanding to an earlier date (in which case such representations and warranties the Non-Consenting Banks shall have been true paid and correct discharged in all material respects full. Reductions of the Revolving Credit Aggregate Commitment made under this Section 2.15(f) may be made without regard to the notice provisions set forth in Section 2.14 hereof, but shall otherwise comply with said Section 2.14, except that any amounts repaid by the Company against the Indebtedness pursuant to this subparagraph (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty f) shall be true first applied to the Indebtedness outstanding to the Non-Consenting Banks still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.14 hereof and correct in all respects) on and the Percentages held by such Non-Consenting Banks shall be reallocated to the Consenting Banks (giving effect to any assignments, as of such earlier dateaforesaid), pro rata, based on the Percentages then in effect and (y) the Borrower Agent shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior distribute to the effectiveness of any remaining Banks a revised Schedule 1.1 reflecting such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)reallocated Percentages.

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default has occurred and is continuing, the Borrowers may, by written notice to Agent and each Bank (which notice shall existbe irrevocable) prior to April 30, but not before April 1, of each year beginning in 2003, request that the Banks extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (each such request, a "Request"). (b) Each Bank shall, within 30 days of receipt of any such request, notify the Agent in writing whether such Bank consents to the extension of the Revolving Credit Maturity Date, such consent to be in the sole discretion of such Bank. If any Bank does not so notify the Agent of its decision within such 30 day period, such Bank shall be deemed to have not consented to such request of the Borrowers. (c) The Agent shall promptly notify the Borrowers whether the Banks have consented to such request. If the Agent does not so notify the Company within 30 days of the Agent's receipt such Request, the Agent shall be deemed to have notified the Borrowers that the Banks have not consented to the Borrower's request. (d) Each Bank which elects not to extend the Revolving Credit Maturity Date or fails to so notify the Agent of such consent (a "Non-Consenting Bank") hereby agrees that if any other Bank or financial institution acceptable to the Borrowers and the Agent offers to purchase such Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all other amounts accrued for the account of such Non-Consenting Bank, such Non-Consenting Bank will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Bank or financial institution pursuant to and on the terms specified in the form of Assignment Agreement attached hereto as Exhibit I. Before assigning to a financial institution other than a Lender pursuant to this clause (d), each Bank that has elected to extend the Revolving Credit Maturity Date (a "Consenting Bank") shall have the right, but not any obligation, pro rata with all other Consenting Banks which elect to purchase a pro rata share of such non-consenting Bank's Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Bank's Percentage thereof pursuant to this clause (d). The Consenting Banks which elect to exercise their purchase options hereunder shall by mutual agreement determine the amount of each Non-Consenting Bank's Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Bank, provided that if there is any dispute among the Consenting Banks such purchase shall be based upon a pro rata sharing of each Non-Consenting Bank's Percentage thereof. Only if the Consenting Banks have determined not to purchase all of the Non-Consenting Bank's Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Bank then purchase such Non-Consenting Bank's Revolving Credit Aggregate Commitment. (e) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Banks have consented to the extension or if another Bank or financial institution has purchased each such Non-Consenting Bank's Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (f) In the event, after giving effect to any assignments to Consenting Banks under Section 2.16(d) hereof or otherwise, Banks holding eighty percent (80%) or more of the Percentages (the "Approving Percentages") have consented to an extension of the Revolving Credit Maturity Date hereunder, and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityCompany has advised Agent, in which case writing, of its election to proceed such representation or warranty extension shall be true and correct in become effective, notwithstanding that all respects) on and as of the date of Banks have failed to approve such extension in accordance with this Section 2.16, so long as the same force Borrowers, prior thereto, reduce the Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and effect as repay the Indebtedness then outstanding hereunder (and, if made on and as necessary cause any outstanding Letters of such date except Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that such representations and warranties expressly relate solely the entire Indebtedness outstanding to an earlier date (in which case such representations and warranties the Non-Consenting Banks shall have been true paid and correct discharged in all material respects full. Reductions of the Revolving Credit Aggregate Commitment made under this Section 2.16 (f) may be made without regard to the notice provisions set forth in Section 2.16 hereof, but shall otherwise comply with said Section 2.16, except in that any amounts repaid by the case of a representation or warranty qualified by materiality, in which case such representation or warranty Borrowers against the Indebtedness pursuant to this subparagraph (f) shall be true first applied to the Indebtedness outstanding to the Non-Consenting Banks still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.16 hereof and correct in all respects) on and the Percentages held by such Non-Consenting Banks shall be reallocated to the Consenting Banks (giving effect to any assignments, as of such earlier dateaforesaid), pro rata, based on the Percentages then in effect and (y) the Borrower Agent shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior distribute to the effectiveness of any remaining Banks a revised Schedule 1.2 reflecting such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)reallocated Percentages.

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Credit Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) no Default or Event of Default shall exist, and (B) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (y) the Borrower shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B).

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to either (a) extend the Original Revolving Credit Maturity Date to the First Six-Month Extended Revolving Credit Maturity Date (the “First Six Month Extension Option”) and, following the successful exercise of the First Six-Month Extension Option, Borrower shall have the right to extend the First Six-Month Extended Revolving Credit Maturity Date to the Second Six-Month Extended Revolving Credit Maturity Date (the “Second Six-Month Extension Option”; , and together with the First Six-Month Extension Option, the “Six-Month Extension Options”, and each a “Six-Month Extension Option”), or (b) extend the Original Revolving Credit Maturity Date to the Twelve-Month Extended Revolving Credit Maturity Date (the “Twelve-Month Extension Option”, and together with the Six-Month Extension Options, the “Extension Options” and each an “Extension Option”), ) in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. For the avoidance of doubt, the Borrower shall not have the right to elect the Twelve-Month Extension Option if the Borrower has previously exercised a Six-Month Extension Option. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Credit Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (xa) immediately prior to such extension and immediately after giving effect thereto, (Ai) no Default or Event of Default shall exist, and (Bii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such extension with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date), and (yb) the Borrower shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior to the effectiveness of any such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(Aa)(i) and (x)(Ba)(ii).

Extensions of Revolving Credit Maturity Date. The Borrower shall have the right to extend the Original Revolving Credit Maturity Date to the First Extended Revolving Credit Maturity Date (the “First Extension Option”a) and, following the successful exercise of the First Extension Option, Borrower shall have the right to extend the First Extended Revolving Credit Maturity Date to the Second Extended Revolving Credit Maturity Date (the “Second Extension Option”; together with the First Extension Option, the “Extension Options” and each an “Extension Option”), in each such case, subject to the satisfaction of the conditions precedent set forth in this Section below. The Borrower may exercise each Extension Option only by executing and delivering to the Administrative Agent at least sixty (60) days, but not more than one hundred eighty (180) days, prior to the then-current Revolving Credit Maturity Date, a written request for such extension (an “Extension Request”). The Administrative Agent shall notify the Revolving Lenders if it receives an Extension Request promptly upon receipt thereof. Subject to satisfaction of the following conditions, the applicable Extension Option shall become effective: (x) immediately prior to such extension and immediately after giving effect thereto, (A) Provided that no Default or Event of Default shall existhas occurred and is continuing, and (B) the representations and warranties made or deemed made Company may, by the Borrower written notice to Agent and each other Loan Party Lender (which notice shall be irrevocable and which shall not be deemed effective unless actually received by Agent and each Lender) prior to April 30 but not before March 31st of each year, request that Lenders extend the then applicable Revolving Credit Maturity Date to a date that is one year later than the Revolving Credit Maturity Date then in effect (such request, a “Request”). (b) Each Lender shall, within 30 days of receipt of such request, notify Agent in writing whether such Lender consents to the extension of the Revolving Credit Maturity Date, such consent to be in the Loan Documents to which sole discretion of such Lender. If any Lender does not so notify Agent of them is a partyits decision within such 30 day period, such Lender shall be true deemed to have not consented to such request of the Borrower. (c) Agent shall promptly notify Company whether Lenders have consented to such request. If Agent does not so notify Company within 30 days of Agent’s receipt such Request, Agent shall be deemed to have notified Company that Lenders have not consented to Company’s request. (d) Each Lender which elects not to extend the Revolving Credit Maturity Date or fails to so notify Agent of such consent (a “Non-Consenting Lender”) hereby agrees that if any other Lender or financial institution acceptable to Company and correct Agent offers to purchase such Non-Consenting Lender’s Percentage of the Revolving Credit Aggregate Commitment within 180 days after receipt of the related Request for a purchase price equal to the sum of all amounts then owing with respect to the outstanding Advances (and participations in any Swing Line Advances or any Letters of Credit) and all material respects (except other amounts accrued for the account of such Non-Consenting Lender, such Non-Consenting Lender will promptly assign, sell and transfer all of its right, title, interest and obligations with respect to the foregoing to such other Lender or financial institution pursuant to and on the terms specified in the case form of Assignment Agreement attached hereto as Exhibit E. Before assigning to a representation or warranty qualified financial institution other than a Lender pursuant to this clause (d), each Lender that has elected to extend the Revolving Credit Maturity Date (a “Consenting Lender”) shall have the right, but not any obligation, pro rata with all other Consenting Lenders which elect to purchase a pro rata share of such non-consenting Lender’s Percentage of the Revolving Credit Aggregate Commitment (and participations in Swing Line Advances and Letters of Credit) to purchase each such Non-Consenting Lender’s Percentage thereof pursuant to this clause (d). The Consenting Lenders which elect to exercise their purchase options hereunder shall by materialitymutual agreement determine the amount of each Non-Consenting Lender’s Percentage of the Revolving Credit Aggregate Commitment being purchased by each Consenting Lender, in which case provided that if there is any dispute among the Consenting Lenders such representation or warranty purchase shall be true and correct in based upon a pro rata sharing of each Non-Consenting Lender’s Percentage thereof. Only if the Consenting Lenders have determined not to purchase all respects) on and as of the date Non-Consenting Lender’s Revolving Credit Aggregate Commitment may financial institutions other than a Consenting Lender then purchase such Non-Consenting Lender’s Revolving Credit Aggregate Commitment. (e) Except as set forth in subparagraph (f) hereof, notwithstanding anything herein to the contrary, the Revolving Credit Maturity Date will not be extended unless all Lenders have consented to the extension or if another Lender or financial institution has purchased each such Non-Consenting Lender’s Revolving Credit Aggregate Commitment pursuant to the terms of clause (d) above. (f) In the event, after giving effect to any assignments to Consenting Lenders under Section 2.16(d) hereof or otherwise, Lenders holding eighty percent (80%) or more of the Percentages (the “Approving Percentages”) have consented to an extension of the Revolving Credit Maturity Date hereunder, such extension shall become effective, notwithstanding that all of Lenders have failed to approve such extension in accordance with this Section 2.16, so long as Company, at least five (5) Business Days prior to the same force Revolving Credit Maturity Date then in effect, reduces the Revolving Credit Aggregate Commitment to an amount not greater than the product of the Approving Percentages times the Revolving Credit Aggregate Commitment then in effect and effect as repays the Indebtedness then outstanding hereunder (and, if made on and as necessary causes any outstanding Letters of such date except Credit to be terminated or discharged) to the extent such Indebtedness exceeds the Revolving Credit Aggregate Commitment as so reduced, such that such representations and warranties expressly relate solely the entire Indebtedness outstanding to an earlier date (in which case such representations and warranties the Non-Consenting Lenders shall have been true paid and correct discharged in all material respects full. Reductions may be made without regard to the notice provisions set forth in Section 2.15 hereof, but shall otherwise comply with said Section 2.15, except that any amounts repaid by Company against the Indebtedness pursuant to this subparagraph (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty f) shall be true first applied to the Indebtedness outstanding to the Non-Consenting Lenders still holding Indebtedness hereunder at such time, with any remaining amounts applied in accordance with Section 2.15 hereof and correct in all respects) on and the Percentages held by such Non-Consenting Lenders shall be reallocated to the Consenting Lenders (giving effect to any assignments, as of such earlier dateaforesaid), pro rata, based on the Percentages then in effect and (y) the Borrower Agent shall have paid the Extension Fee for the applicable Extension Option payable under Section 2.09(c). At any time prior distribute to the effectiveness of any remaining Lenders a revised Schedule 1.1 reflecting such extension, upon the Administrative Agent’s request, the Borrower shall deliver to the Administrative Agent a certificate from the chief executive officer or chief financial officer certifying the matters referred to in the immediately preceding clauses (x)(A) and (x)(B)reallocated Percentages.