Common use of Reduction and Termination of Commitments Clause in Contracts

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower mayIn addition to and without limitation of Section 9 hereof, upon not less than five Business Days' prior notice the Commitment of each Lender shall terminate on the earliest to occur of (i) close of business on the Administrative Agent, terminate or permanently reduce last day of the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if Commitment Period and (ii) the Borrowing Date (immediately after giving effect thereto and to the Borrowing on such Date); provided that the foregoing shall not excuse a Defaulting Lender from liability for any prepayment of Revolving Loans made under failure to fund its Commitment that occurred prior to the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Defaulting Lender’s Commitment. (b) The At any time during which any Lender is a Defaulting Lender, the Borrower may, upon not less than five Business Days' prior may terminate in full the Commitment of such Defaulting Lender by giving notice to such Defaulting Lender and the Administrative Agent; provided further, terminate or permanently reduce that (i) concurrently with such termination, the Incremental Revolving aggregate Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment reduced by the Commitment of the Incremental Revolving Loans made under such Incremental Facility which are made on Defaulting Lender; and (ii) concurrently with any subsequent payment of interest or fees to the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect Lenders with respect to any period before the termination of a Defaulting Lender’s Commitment, the Borrower shall pay to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b)Defaulting Lender its ratable share of such interest or fees, as applicable to the extent such Incremental Revolving Commitments may not be increasedDefaulting Lender was otherwise entitled thereto. Any reduction The termination of Incremental Revolving Commitments under an Incremental Facility a Defaulting Lender’s Commitment pursuant to this Section 2.05(b2.06(b) shall not be applied pro rata deemed to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date be a waiver of any such reduction or termination of Incremental Revolving Commitments shall be paid on right that the effective date of such reduction or termination. The Borrower, Administrative Agent shall promptly notify the affected Incremental Banks of or any other Lender may have against such reduction or termination of Incremental Revolving Commitments under an Incremental FacilityDefaulting Lender. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' ’ prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's ’s Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' ’ prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's ’s Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B C Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' ’ prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit L/C Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit L/C Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a2.04(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a2.04(a) shall be applied pro rata to each Bank's Lender’s Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Lenders of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' ’ prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b2.04(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b2.04(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Lender’s Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks Revolving Lenders of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment, without premium or penalty, ) by an aggregate minimum amount of $1,000,000 2,000,000 or any multiple of $500,000 100,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Revolving Loans made under the Revolving Commitments which are and/or Swingline Loans made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all the Revolving Loans made under the Revolving Commitments and Swingline Loans plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (yii) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and and, provided further further, that once reduced in accordance with this Section 2.05(a)2.05, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. . (b) The Aggregate Commitment (and the Commitments of each Lender) shall terminate in their entirety on September 15, 1998 unless the Closing Date shall have occurred on or prior to such date. (c) The Aggregate Tranche A Term Loan Commitment (and the Tranche A Term Loan Commitment of each Lender) shall terminate in its entirety on the Closing Date (after giving effect to the making of the Tranche A Term Loans on such date). (d) The Aggregate Tranche B Term Loan Commitment (and the Tranche B Term Loan Commitment of each Lender) shall terminate in its entirety on the Closing Date (after giving effect to the making of the Tranche B Term Loans on such date). (e) The Aggregate Revolving Commitment (and the Revolving Commitment of each Lender) shall terminate in its entirety on the Revolving Termination Date. (f) The Aggregate Commitment (and the Commitments of each Lender) shall terminate in their entirety on the date on which a Change of Control occurs. (g) The Aggregate Revolving Commitment shall be permanently reduced on the dates, and in the amounts, required by Sections 2.07(i) and 2.07(j). (h) Any reduction of the Aggregate Revolving Commitment and the Letter of Credit Commitment pursuant to this Section 2.05(a) 2.05 shall be applied pro rata to each BankLender's Revolving CommitmentCommitment in accordance with such Lender's Revolving Commitment Percentage. The amount of any such reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or required by the definition thereof. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment Commitment, shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Lenders of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) Each of the Revolving Commitments shall in any event automatically and permanently terminate in full on the Revolving Credit Maturity Date. The Borrower may, upon not less than five three (3) Business Days' ’ prior written notice by the Borrower to the Administrative Agent, permanently terminate the Aggregate Revolving Commitment or permanently reduce the Aggregate Revolving Commitment, Commitment without premium or penaltypenalty (except as otherwise provided by Section 2.5(c)), by an a minimum aggregate minimum amount of $1,000,000 100,000 or any multiple of $500,000 50,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all the Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would will exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further and, provided, further, that once reduced in accordance with this Section 2.05(aparagraph (a), the Aggregate Revolving Commitment may not be increased. Any . (b) On each date on which the Borrower shall become obligated to prepay any principal of the Revolving Loans pursuant to Section 2.6(b) or Section 2.6(c), all as provided by Section 2.6(e), then the Aggregate Revolving Commitment shall be automatically and permanently reduced on each such date by an amount equal to the aggregate principal amount of all of the Revolving Loans so required to be prepaid on such date pursuant to Section 2.6(e). (c) Each reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) 2.4 shall be applied pro rata to each Bank's Revolving CommitmentLender’s Revolving Commitment in accordance with such Lender’s proportionate share of such Commitments. All accrued commitment and letter of credit fees Fees to the effective date of any each reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of each such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Revolving Lenders of any such each reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (cd) The Aggregate Term B Commitment shall automatically terminate effective as in full on the Closing Date, upon making of the day after Term Loans on such date. Each of the Effective Date. The Incremental Term Commitments under shall in any Incremental Facility shall event automatically and permanently terminate effective as of in full at 5:00 p.m. on May 31, 2006 if the day after Term Loans have not been made to the effective date of the Incremental Loan Amendment relating theretoBorrower on or prior to that date.

Reduction and Termination of Commitments. (a) Each of the Revolving Commitments shall in any event automatically and permanently terminate in full on the Maturity Date. The Borrower may, upon not less than five three (3) Business Days' prior written notice to the Administrative Agent, permanently terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment), without premium or penalty, by an a minimum aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus Loans, PLUS the amount then outstanding Letter of Credit Obligations, will exceed the Aggregate Revolving Commitment then in effect, or (ii) the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would will exceed the Letter of Credit Commitment then in effect; and provided further and, provided, further, that once reduced in accordance with this Section 2.05(a)2.5, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (b) Each of the Aggregate Revolving Commitment and the Letter of Credit Commitment shall be automatically and permanently reduced on the following dates ("COMMITMENT REDUCTION DATES") in the amounts (collectively, the "COMMITMENT REDUCTION AMOUNTS") set forth below opposite such dates: AGGREGATE LETTER OF CREDIT COMMITMENT REVOLVING COMMITMENT COMMITMENT REDUCTION REDUCTION DATE REDUCTION AMOUNT AMOUNT -------------- -------------------- -------------------- 06/30/05 $1,275,000 09/30/05 $1,275,000 12/31/05 $1,275,000 AGGREGATE LETTER OF CREDIT COMMITMENT REVOLVING COMMITMENT COMMITMENT REDUCTION REDUCTION DATE REDUCTION AMOUNT AMOUNT -------------- --------------------- -------------------- 03/31/06 $1,275,000 06/30/06 $2,337,500 $3,000,000 09/30/06 $2,337,500 12/31/06 $2,337,500 03/31/07 $2,337,500 06/30/07 $3,400,000 $4,000,000 09/30/07 $3,400,000 12/31/07 $3,400,000 03/31/08 $3,400,000 06/30/08 $4,887,500 $6,000,000 09/30/08 $4,887,500 12/31/08 $4,887,500 03/31/09 $4,887,500 06/30/09 $5,312,500 $2,000,000 09/30/09 $5,312,500 12/31/09 $5,312,500 03/31/10 $5,312,500 $4,000,000 06/30/10 $5,312,500 $6,000,000 09/30/10 $5,312,500 $5,000,000 12/31/10 $5,525,000 $5,000,000 The Aggregate Revolving Commitment and the Revolving Commitments of the Lenders, and the Letter of Credit Commitment of the Issuing Lender, shall in any event terminate in full on the Maturity Date and shall be of no further force or effect whatsoever from and after that date. (c) On each date on which the Borrower shall become obligated to prepay any principal of the Revolving Loans pursuant to Section 2.7(b) or Section 2.7(c), all as provided by Section 2.7(e), then the Aggregate Revolving Commitment shall be automatically and permanently reduced on each such date by an amount equal to the aggregate principal amount of all of the Revolving Loans so required to be prepaid on such date pursuant to Section 2.7(e). Any Each mandatory reduction of the Aggregate Revolving Commitment pursuant to this paragraph (c) shall be applied towards reduction of the remaining Commitment Reduction Amounts applicable to the Aggregate Revolving Commitment on a pro rata basis in accordance with the then remaining balance of each of such Commitment Reduction Amounts. Upon each reduction of the remaining Commitment Reduction Amounts applicable to the Aggregate Revolving Commitment pursuant to this paragraph (c), the then remaining Commitment Reduction Amounts applicable to the Letter of Credit Commitment shall also be simultaneously automatically and permanently reduced on a proportional basis; provided, however that the Letter of Credit Commitment shall not, except as otherwise provided in paragraph (d), at any time be automatically reduced below $20,000,000. (d) The Letter of Credit Commitment shall be automatically and permanently terminated in full upon termination of the Aggregate Revolving Commitment. If the Letter of Credit Commitment shall at any time exceed the Aggregate Revolving Commitment then in effect, then the Letter of Credit Commitment shall immediately be automatically and permanently reduced to the amount of the Aggregate Revolving Commitment then in effect. (e) Each reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) 2.5 shall be applied pro rata to each BankRevolving Lender's Revolving CommitmentCommitment in accordance with such Lender's proportionate share of such Commitments. The amount of any reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or unless otherwise required by the terms of Section 2.5(c). All accrued commitment and letter of credit fees Fees to the effective date of any each reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of each such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Revolving Lenders of any such each reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (cf) The Aggregate Term B Commitment shall automatically terminate effective as in full on the Closing Date, upon making of the day after Term Loans on such date. Each of the Effective Date. The Incremental Term Commitments under shall in any Incremental Facility shall event automatically and permanently terminate effective as of in full at 5:00 p.m. (Boston, Massachusetts time) on August 31, 2003 if the day after Term Loans have not been made to the effective date of the Incremental Loan Amendment relating theretoBorrower on or prior to that date.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction -------- shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the ---- then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with -------- this Section 2.05(a), the Aggregate Revolving Commitment may not be --------------- increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving --------------- Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such -------- termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionthereof, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this -------- Section 2.05(b), such Incremental Revolving Commitments may not be --------------- increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro --------------- rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Initial Term A Loan Commitments and the Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Additional Term A Loan Commitments shall automatically terminate effective as of the day described in the final sentence of Section 2.01(a)(i). The Incremental Term Commitments under any Incremental ------------------ Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto. (d) The Aggregate Combined Revolving Commitment shall be automatically and permanently reduced on the last day of each Fiscal Quarter (or, in the case of the final reduction in Loan Year 6, on the Stated Revolving Credit Maturity Date), commencing on March 31, 2002 and ending on the Stated Revolving Credit Maturity Date, based on the annual percentage reductions for each Loan Year set forth below of the Aggregate Revolving Commitment as in effect on March 31, 2002, plus the original ---- amount of each Incremental Facility consisting of Incremental Revolving Commitments created from time to time, if any, pursuant to this Agreement prior to the time of the reduction in question. Notwithstanding anything to the contrary contained in this Agreement, on the Maturity Date the Aggregate Combined Revolving Commitment shall automatically reduce to zero. Loan Year Annual Percentage Reduction --------- --------------------------- 1 00.0% 2 00.0% 3 15.0% 4 20.0% 5 30.0% 6 35.0% The amount of each reduction of (i) the Aggregate Revolving Commitment as in effect on March 31, 2002, and (ii) the original amount of each Incremental Facility consisting of Incremental Revolving Commitments created from time to time, if any, pursuant to this Agreement prior to the time of the reduction in question, during any Loan Year, shall be an amount equal to the applicable annual percentage reduction set forth above with respect to such Loan Year, divided by the number of quarterly reductions to ---------- be made during such Loan Year (with the last reduction in Loan Year 6, to be made on the Stated Revolving Credit Maturity Date, deemed a quarterly reduction for purposes of this Section 2.05(d)). Any reduction of the --------------- Aggregate Combined Revolving Commitment pursuant to this Section 2.05(d) --------------- shall be applied pro rata to each Bank's Revolving Commitment and/or Incremental Revolving Commitments in accordance with such Bank's Revolving Facility Percentage (and, in the case of a Bank with both a Revolving Commitment and one or more Incremental Revolving Commitments, allocated ratably among such Bank's Revolving Commitment and Incremental Revolving Commitment(s)). All accrued commitment and letter of credit fees to the effective date of any such reduction of the Aggregate Combined Revolving Commitment shall be paid on the effective date of such reduction. (e) In addition to any other mandatory commitment reductions pursuant to this Section 2.05, on each date after the Effective Date upon ------------ which a mandatory prepayment of Revolving Loans pursuant to Section 2.07 is ------------ required, the Aggregate Combined Revolving Commitment shall also be automatically and permanently reduced by the principal amount, if any, required to be paid on the Revolving Loans pursuant to said Section; provided that notwithstanding the foregoing, the Aggregate Combined -------- Revolving Commitment shall not be permanently reduced by the amount of prepayments made on the Revolving Loans pursuant to Section 2.07(g). Any --------------- reduction of the Aggregate Combined Revolving Commitment pursuant to this Section 2.05(e) shall be applied to reduce the remaining scheduled --------------- reductions of the Aggregate Combined Revolving Commitment pursuant to Section 2.05(d) pro rata based on the then remaining amounts of such --------------- remaining scheduled reductions. Any reduction of the Aggregate Combined Revolving Commitment pursuant to this Section 2.05(e) shall be applied pro --------------- rata to each Bank's Revolving Commitment and/or Incremental Revolving Commitments in accordance with such Bank's Revolving Facility Percentage (and, in the case of a Bank with both a Revolving Commitment and one or more Incremental Revolving Commitments, allocated ratably among such Bank's Revolving Commitment and Incremental Revolving Commitment(s)). All accrued commitment and letter of credit fees to the effective date of any such reduction of the Aggregate Combined Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any reduction or termination of the Aggregate Combined Revolving Commitment.

Reduction and Termination of Commitments. (a) The Unless previously terminated, all Commitments shall terminate on the Revolving Commitment Termination Date. (b) Upon at least three (3) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent (which notice shall be irrevocable), the Borrower maymay reduce the Aggregate Revolving Commitments in part or terminate the Aggregate Revolving Commitments in whole; provided, that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Lender, (ii) any partial reduction pursuant to this Section 2.7 shall be in an amount of at least $1,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction shall be permitted which would reduce the Aggregate Revolving Commitment Amount to an amount less than the outstanding Revolving Credit Exposures of all Lenders. Any such reduction in the Aggregate Revolving Commitment Amount below the principal amount of the Swingline Commitment or the LC Commitment shall result in a dollar-for-dollar reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment and the LC Commitment. (c) With the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender upon not less than five (5) Business Days' ’ prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments Agent (which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall will promptly notify the affected Banks Lenders thereof), and in such event the provisions of Section 2.22 will apply to all amounts thereafter paid by the Borrower for the account of any such reduction Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Aggregate Revolving Commitment. (b) The Borrower mayBorrower, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental FacilityIssuing Bank, without premium or penalty, by an aggregate minimum amount of $1,000,000 the Swingline Lender or any multiple of $500,000 in excess thereof; provided, however that no Lender may have against such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental FacilityDefaulting Lender. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionthereof, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Initial Term A Loan Commitments and the Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Additional Term A Loan Commitments shall automatically terminate effective as of the day described in the final sentence of Section 2.01(a)(i). The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto. (d) The Aggregate Combined Revolving Commitment shall be automatically and permanently reduced on the last day of each Fiscal Quarter (or, in the case of the final reduction in Loan Year 6, on the Stated Revolving Credit Maturity Date), commencing on March 31, 2002 and ending on the Stated Revolving Credit Maturity Date, based on the annual percentage reductions for each Loan Year set forth below of the Aggregate Revolving Commitment as in effect on March 31, 2002, plus the original amount of each Incremental Facility consisting of Incremental Revolving Commitments created from time to time, if any, pursuant to this Agreement prior to the time of the reduction in question. Notwithstanding anything to the contrary contained in this Agreement, on the Maturity Date the Aggregate Combined Revolving Commitment shall automatically reduce to zero. Loan Year Annual Percentage Reduction --------- --------------------------- 2 00.0% 3 15.0% 4 20.0%

Reduction and Termination of Commitments. (a) The Revolving Commitments shall terminate on the Contractual Maturity Date. The Borrower may, upon not less than at least five (5) Business Days' prior ’ (or, in the case of a termination of the Revolving Commitments and the Facility Limit in whole, ninety (90) days) irrevocable written notice to the Administrative AgentAgent (with a copy to the Lenders), terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on and the effective date of such termination or reduction Facility Limit (x) in whole or in part at any time after the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount seven-month anniversary of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect Closing Date or (y) in part, at any time, if the aggregate Borrowing Base is less than 50% of the Facility Limit; provided that, in the case of clause (y), such termination reduces the Facility Limit to an amount equal to the greater of all Letter (1) $200,000,000 and (2) Borrowing Base as of Credit Obligations would exceed the Letter of Credit Commitment then in effectsuch date; and provided further that once reduced that, in accordance with this Section 2.05(athe case of clauses (x) and (y), the any such termination shall be made in conjunction with a repayment of any Aggregate Revolving Commitment may not be increased. Any reduction Principal pursuant to Section 1.3 in excess of the Aggregate Revolving Commitment pursuant Facility Limit after giving effect to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent applicable Call Premium shall promptly notify become due and payable to the affected Banks of Lenders at any such reduction time the Revolving Commitment and/or the receivables purchase facility is terminated, in whole or termination in part, prior to the Contractual Maturity Date (whether resulting from (i) a refinancing or other repayment of the Aggregate Revolving Commitment. Borrower Obligations hereunder, (bii) The the occurrence of an Amortization Event, (iii) the acceleration of the Borrower may, upon not less than five Business Days' prior Obligations by notice to or automatically or (iv) otherwise) (each such date the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facilityare terminated, without premium or penalty, by an a “Commitment Reduction Date” and the aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed Commitments reduced, the total “Commitment Reduction Amount”), which for the avoidance of doubt shall be in addition to, without limitation, any accrued and unpaid interest on the amount of such Incremental Revolving Commitments then in effect with respect any Advance prepaid. The Borrower and the Master Servicer expressly agree that: (A) the Call Premium referenced herein are intended to such Incremental Facility; be liquidated damages (and provided further that once reduced in accordance with this Section 2.05(bnot unmatured interest), such Incremental Revolving Commitments may not be increased. Any reduction are reasonable under the circumstances and are the product of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(barm‘s length transaction between sophisticated business people, ably represented by counsel, (B) the Call Premium shall be applied pro rata payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Lenders and the Bausch Parties giving specific consideration in this transaction for such agreement to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facilitypay the Call Premium referenced in this Agreement and (D) the Borrower and the other Bausch Parties shall be estopped hereafter from claiming differently than as agreed to in this clause. All accrued commitment fees The Borrower and the other Bausch Parties expressly acknowledge that its agreement to pay the Call Premium referenced herein to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on Lenders as herein described is a material inducement for the effective date of such reduction or termination. The Administrative Agent shall promptly notify Lenders to make the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental FacilityAdvances in exchange for the consideration therefor. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower Borrowers may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however however, that no such termination or reduction shall be permitted -------- if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus ---- the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further further, that once reduced in -------- accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be --------------- increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All --------------- accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower Borrowers may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however however, that no such termination or -------- reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionthereof, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further further, -------- that once reduced in accordance with this Section 2.05(b), such Incremental Revolving --------------- Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be --------------- applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day On each date after the Effective DateDate upon which a mandatory prepayment of Loans pursuant to Section 2.07 is required, the Aggregate ------------ Combined Commitment shall also be automatically and permanently reduced by the principal amount, if any, required to be paid on the Loans pursuant to said Section. The Incremental Term Commitments under any Incremental Facility shall terminate effective as Any reduction of the day after Aggregate Combined Commitment pursuant to this Section 2.05(c) shall be applied pro rata to each Bank's Commitment --------------- and/or Incremental Commitments in accordance with such Bank's Facility Percentage (and, in the case of a Bank with both a Commitment and one or more Incremental Commitments, allocated ratably among such Bank's Commitment and Incremental Commitment(s)). All accrued commitment and letter of credit fees to the effective date of any such reduction of the Incremental Loan Amendment relating theretoAggregate Combined Commitment shall be paid on the effective date of such reduction. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Commitment.

Reduction and Termination of Commitments. (a) Unless previously terminated, all Revolving Commitments, Swingline Commitments and LC Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower mayInitial Term B Loan Commitments shall terminate on the Closing Date upon the making of the Initial Term B Loans pursuant to Section 2.5(a). Unless previously terminated, upon not less than five all DDTL Commitments shall terminate on the DDTL Commitment Termination Date. (b) Upon at least three (3) Business Days' Days prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction Agent (which notice shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of irrevocable, provided that such termination or reduction notice (x) may be conditioned upon the then outstanding principal amount happening of all Revolving Loans made under an event, in which case, such notice may be revoked to the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or extent that such event does not occur and (y) may be modified to extend the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the proposed effective date of such reduction or termination. The Administrative Agent , if any, specified therein), the Borrower may reduce the Aggregate Revolving Commitments or the DDTL Commitments in part or terminate the Aggregate Revolving Commitments or the DDTL Commitments in whole; provided that (i) any partial reduction shall promptly notify apply to reduce proportionately and permanently the affected Banks Revolving Commitment or DDTL Commitment, as applicable, of each Lender, (ii) any partial reduction pursuant to this Section shall be in an amount of at least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and which would reduce the Aggregate Revolving Commitment Amount to any prepayment an amount less than the aggregate outstanding Revolving Credit Exposure of all Lenders. Any such reduction in the Incremental Aggregate Revolving Loans made under such Incremental Facility which are made on Commitment Amount below the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed Swingline Commitment or the total amount of such Incremental Revolving Commitments then LC Commitment shall result in effect with respect to such Incremental Facility; and provided further that once reduced a dollar-for-dollar reduction in accordance with this Section 2.05(b)the Swingline Commitment or the LC Commitment, such Incremental Revolving Commitments as the case may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facilitybe. (c) With the prior written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.26 will apply to all amounts thereafter paid by the Borrower for the account of any such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that such termination will not be deemed to be a waiver or release of any claim that the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender may have against such Defaulting Lender. (d) The Aggregate Term B Revolving Commitment (and each Lender’s Pro Rata Share thereof) shall be automatically terminate effective as reduced on the dates set forth in the table below to the respective amounts provided therein corresponding to such dates. January 6, 2017 $ 58,949,351 July 31, 2017 $ 51,300,000 October 31, 2017 $ 46,300,000 February 28, 2018 $ 41,300,000 For the avoidance of the day doubt, Section 2.12(e) shall be applicable immediately after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating theretoreduction pursuant to this Section 2.8(d).

Reduction and Termination of Commitments. (a) The Borrower mayUnless previously terminated, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under (i) the Revolving Commitments which are made Commitment of each Revolving Lender shall automatically terminate on the effective date of such termination or reduction Revolving Maturity Date and (xii) the then outstanding principal amount Term Commitment of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a)each Term Lender shall automatically terminate at 5:00 p.m., the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid Houston time, on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving CommitmentTerm Borrowing Date. (b) The Revolving Borrower may, upon may at any time or from time to time reduce or terminate the Revolving Commitment of each Revolving Lender by giving not less than five three (3) full Business Days' ’ prior written notice to such effect to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under ; provided that (i) any partial reduction shall be in an Incremental Facility, without premium or penalty, by an aggregate minimum amount of not less than $1,000,000 5,000,000 or any an integral multiple of $500,000 5,000,000 in excess thereof; providedthereof and (ii) the Revolving Borrower shall not terminate or reduce the Revolving Commitments if, however that no such termination or reduction shall be permitted if after giving effect thereto and to any concurrent prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionin accordance with Section 4.3, the then outstanding principal amount of the Incremental Total Revolving Loans made under such Incremental Facility Credit Exposure would exceed the total amount Total Revolving Commitment. Promptly after the Administrative Agent’s receipt of such Incremental notice of reduction or termination, the Administrative Agent shall notify each Revolving Commitments then in effect with respect to such Incremental Facility; Lender of the proposed reduction or termination, and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid effective on the effective date of specified in the Revolving Borrower’s notice with respect to such reduction or termination. The Administrative Agent Each reduction of the Revolving Commitments shall promptly notify reduce the affected Incremental Banks Revolving Commitment of any each Revolving Lender proportionately in accordance with its Pro Rata Percentage. After each such reduction, the commitment fee shall be calculated upon the Total Revolving Commitment as so reduced. Any reduction or termination of Incremental the Revolving Commitments under an Incremental Facilityhereunder shall be irrevocable. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (ai) Each of the Revolving Commitments shall in any event automatically and permanently terminate in full on the Revolving Commitment Termination Date. The Borrower may, upon not less than five (5) Business Days' prior written notice to the Administrative Agent, permanently terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment), without premium or penalty, by an a minimum aggregate amount of $5,000,000 or any multiple of $1,000,000 in excess thereof; provided, however, that no such reduction or termination shall be permitted if, immediately after giving effect thereto and to any prepayment of Revolving Loans made on the effective date thereof, (A) the then outstanding principal amount of the Revolving Loans, PLUS the then outstanding Letter of Credit Obligations, will exceed the Aggregate Revolving Commitment then in effect, or (B) the then outstanding Letter of Credit Obligations will exceed the Letter of Credit Commitment then in effect; and, provided, further, that once reduced in accordance with this Section 2.5, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (ii) Each of the Incremental Commitments shall in any event automatically and permanently terminate in full on the Incremental Commitment Termination Date. The Borrower may, upon not less than five (5) Business Days' prior written notice to the Administrative Agent, permanently terminate the Aggregate Incremental Commitment or permanently reduce the Aggregate Incremental Commitment by a minimum aggregate amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of Revolving Incremental Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) thereof, the then outstanding principal amount of all Revolving the Incremental Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would will exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Incremental Commitment then in effect; and provided further and, provided, further, that once reduced in accordance with this Section 2.05(a)2.5, the Aggregate Incremental Commitment may not be increased. (iii) The Borrower may, upon not less than five (5) Business Days' prior written notice to the Administrative Agent, permanently reduce the Aggregate Term Commitment; provided, however, that once reduced in accordance with this Section 2.5, the Aggregate Term Commitment may not be increased. (b) The Aggregate Term Commitment shall terminate in full on the Closing Date, upon making of the Term Loans on such date. Each of the Term Commitments shall in any event automatically and permanently terminate in full at 5:00 p.m. (Boston, Massachusetts time) on November 1, 1999 if the Term Loans have not been made to the Borrower on or prior to that date. (c) The Letter of Credit Commitment shall be automatically and permanently terminated in full upon termination of the Aggregate Revolving Commitment. If the Letter of Credit Commitment shall at any time exceed the Aggregate Revolving Commitment then in effect, then the Letter of Credit Commitment shall immediately be automatically and permanently reduced to the amount of the Aggregate Revolving Commitment then in effect. (d) Any reduction of the Aggregate Term Commitment, the Aggregate Revolving Commitment may not be increased. Any reduction of or the Aggregate Revolving Incremental Commitment pursuant to this Section 2.05(a) 2.5 shall be applied pro rata to each BankLender's Term Commitment, Revolving Commitment or Incremental Commitment, as the case may be, in accordance with such Lender's applicable Commitment Percentage. The amount of any such reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or required by the terms of Section 2.5(c). All accrued commitment and letter of credit fees Fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment or the Aggregate Incremental Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Lenders of any such reduction or termination of any of the Aggregate Term Commitment, the Aggregate Revolving Commitment or the Aggregate Incremental Commitment, as the case may be. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (ai) Each of the Revolving Commitments shall in any event automatically and permanently terminate in full on the Revolving Commitment Termination Date. The Borrower may, upon not less than five three (3) Business Days' prior written notice to the Administrative Agent, permanently terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment), without premium or penalty, by an a minimum aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; providedPROVIDED, however HOWEVER, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof, (xA) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus Loans, PLUS the amount then outstanding Letter of Credit Obligations, will exceed the Aggregate Revolving Commitment then in effect, or (B) the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would will exceed the Letter of Credit Commitment then in effect; and provided further and, PROVIDED, FURTHER, that once reduced in accordance with this Section 2.05(a)SECTION 2.5, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (bii) Each of the Incremental Commitments shall in any event automatically and permanently terminate in full on the Incremental Commitment Termination Date. The Borrower may, upon not less than five three (3) Business Days' prior written notice to the Administrative Agent, permanently terminate the Aggregate Incremental Commitment or permanently reduce the Aggregate Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, Commitment by an a minimum aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; providedPROVIDED, however HOWEVER, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionthereof, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would will exceed the total amount of such Aggregate Incremental Revolving Commitments Commitment then in effect with respect to such Incremental Facilityeffect; and provided further and, PROVIDED, FURTHER, that once reduced in accordance with this Section 2.05(b)SECTION 2.5, such the Aggregate Incremental Revolving Commitments Commitment may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment, without premium or penalty, ) by an aggregate minimum amount of $1,000,000 5,000,000 or any multiple of $500,000 100,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all the Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (yii) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and and, provided further further, that once reduced in accordance with this Section 2.05(a2.05, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (b) The Aggregate Revolving Commitment (and the Revolving Commitment of each Bank) shall terminate in its entirety on April 15, 1998 unless the Closing Date shall have occurred on or prior to such date. (c) The Aggregate Revolving Commitment (and the Revolving Commitment of each Bank) shall terminate in its entirety on the Revolving Termination Date. (d) The Aggregate Revolving Commitment (and the Revolving Commitment of each Bank) shall terminate in its entirety on the date on which a Change of Control occurs. (e) On each date upon which Holdings or any of its Subsidiaries receives any proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Closing Date), the Aggregate Revolving Commitment shall be permanently reduced by an amount equal to 100% of the Net Debt Proceeds of the respective incurrence of Indebtedness. Nothing in this clause (e) shall be deemed to permit the issuance of any Indebtedness not otherwise permitted under this Agreement. (f) On each date upon which Holdings or any of its Subsidiaries receives any proceeds from any Asset Sale, the Aggregate Revolving Commitment shall be permanently reduced by an amount equal to 100% of the Net Sale Proceeds from such Asset Sale, provided that with respect to no more than $5,000,000 in the aggregate of such Net Sale Proceeds in any fiscal year of Holdings, such Net Sale Proceeds shall not give rise to a reduction pursuant to this clause (f) to the extent that no Default or Event of Default then exists and Holdings has delivered a certificate of one of its Responsible Officers to the Administrative Agent on or prior to such date stating that such Net Sale Proceeds shall be used to purchase replacement assets used or to be used in the Borrower's or any of its Subsidiaries' business within 265 days following the date of such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that if all or any portion of such Net Sale Proceeds are not so reinvested within such 265 day period (or such earlier date, if any, as the Board of Directors of the Borrower determines not to so reinvest such Net Sale Proceeds), the Aggregate Revolving Commitment shall be permanently reduced on the last day of such period (or such earlier date, as the case may be) by an amount equal to such remaining portion. Nothing in this clause (f) shall be deemed to permit any Asset Sale not otherwise permitted under this Agreement. (g) Within 10 days following each date upon which Holdings or any of its Subsidiaries receives any proceeds from any Recovery Event, the Aggregate Revolving Commitment shall be increased. permanently reduced by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event, provided that so long as no Default or Event of Default then exists and such proceeds from such Recovery Event do not exceed $2,000,000, such proceeds shall not give rise to a reduction pursuant to this clause (g) on such date to the extent that Holdings has delivered a certificate of one of its Responsible Officers to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 265 days following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $2,000,000, then the entire amount of such proceeds and not just the portion in excess of $2,000,000 shall be applied as provided above in this clause (g), and (ii) if all or any portion of such proceeds are not contractually committed to be used within 180 days after the date of receipt of such proceeds and are not actually used within 265 days after the date of receipt of such proceeds to effect such restoration or replacement (or such earlier date, if any, as the Board of Directors of the Borrower determines not to so reinvest such Net Insurance Proceeds), the Aggregate Revolving Commitment shall be permanently reduced on the last day of such 180-day or 265-day period, as the case may be (or such earlier date, as the case may be), by an amount equal to such remaining portion. (h) On each Excess Cash Payment Date, the Aggregate Revolving Commitment shall be permanently reduced by an amount equal to the Applicable Excess Cash Flow Percentage of the Excess Cash Flow for the relevant Excess Cash Payment Period; provided, however, that no such reduction pursuant to this clause (h) shall be required to the extent that no Default or Event of Default then exists and the Consolidated Total Leverage Ratio on such Excess Cash Payment Date (before giving effect to any such reduction on such date) is less than 4.00:1.00 as demonstrated in the Total Leverage Ratio Certificate delivered to the Administrative Agent in accordance with Section 12.02 at such time. (i) Any reduction of the Aggregate Revolving Commitment and the Letter of Credit Commitment pursuant to this Section 2.05(a) 2.05 shall be applied pro rata to each Bank's Revolving CommitmentCommitment in accordance with such Bank's Revolving Commitment Percentage. All accrued commitment and letter The amount of credit fees any such reduction of the Aggregate Revolving Commitment shall not be applied to the effective date Letter of Credit Commitment unless otherwise specified by the Borrower or required by the definition thereof. The Administrative Agent shall promptly notify the Banks of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment, without premium or penalty, ) by an aggregate minimum amount of $1,000,000 500,000 or any multiple of $500,000 100,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Revolving Loans made under the Revolving Commitments which are and/or Swingline Loans made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all the Revolving Loans made under the Revolving Commitments and Swingline Loans plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (yii) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and and, provided further further, that once reduced in accordance with this Section 2.05(a2.05, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (b) On each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Effective Date), the Aggregate Revolving Commitment shall be permanently reduced by an amount equal to 100% of the Net Issuance Proceeds of the respective incurrence of Indebtedness minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such incurrence of Indebtedness pursuant to Section 2.07(b); provided, however, that no reduction shall occur hereunder with respect to the first $500,000 of such Net Issuance Proceeds received after the Effective Date or with respect to any Net Issuance Proceeds received after the Effective Date in connection with the incurrence of Indebtedness for borrowed money secured by Letters of Credit. Nothing in this paragraph (b) shall be deemed to permit the issuance of any Indebtedness not otherwise permitted under this Agreement. (c) On each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from any issuance or sale by Holdings or any of its Subsidiaries of any equity securities or other equity interests or rights, the Aggregate Revolving Commitment shall be permanently reduced by an amount equal to 50% of the Net Issuance Proceeds of the respective issuance or sale of such securities, interests or rights minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such issuance or sale pursuant to Section 2.07(c); provided, however, that, no reduction shall occur hereunder with respect to the first $250,000 of Net Issuance Proceeds received after the Effective Date in connection with the issuance or sale of any such securities or other equity interests or rights. (d) Within two Business Days after Holdings or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale, the Aggregate Revolving Commitment shall be permanently reduced on such date by an amount equal to 100% of the Net Cash Proceeds from such Asset Sale minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such Asset Sale pursuant to Section 2.07(d); provided, however, that (i) with respect to no more than $1,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of Holdings, such Net Cash Proceeds shall not give rise to a reduction to the Aggregate Revolving Commitment pursuant to this paragraph (d) if no Default or Event of Default then exists and Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used to purchase replacement assets used or to be used in the Borrower's or any of its Subsidiaries' business within 270 days following the date of receipt of such Net Cash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and if all or any portion of such Net Cash Proceeds are not so used within such 270 day period, the Aggregate Revolving Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such Asset Sale pursuant to Section 2.07(d) and (ii) no reduction shall occur hereunder with respect to the first $500,000 of Net Cash Proceeds received after the Effective Date in connection with any Asset Sale. Nothing in this paragraph (d) shall be deemed to permit any Asset Sale not otherwise permitted under this Agreement. (e) Within 10 days following each date after the Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Aggregate Revolving Commitment shall be permanently reduced on such date by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such Recovery Event pursuant to Section 2.07(e), provided, however, that if no Default or Event of Default then exists and such proceeds from such Recovery Event do not exceed $4,000,000, such proceeds shall not give rise to a reduction to the Aggregate Revolving Commitment pursuant to this paragraph (e) on such date if Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $4,000,000, then the Aggregate Revolving Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $4,000,000 as provided above in this paragraph (e), minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such Recovery Event pursuant to Section 2.07(e) and (ii) if all or any portion of such proceeds are not contractually committed to be used within 180 days after the date of receipt of such proceeds or are not actually used within 365 days after the date of receipt of such proceeds to effect such restoration or replacement, the Aggregate Commitment shall be permanently reduced on the last day of such 180-day or 365-day period, as the case may not be increased. be, by an amount equal to such remaining portion minus the aggregate principal amount of the Term Loan which has been prepaid in connection with such Recovery Event pursuant to Section 2.07(e). (f) Any reduction of the Aggregate Revolving Commitment and the Letter of Credit Commitment pursuant to this Section 2.05(a) 2.05 shall be applied pro rata to each BankLender's Revolving CommitmentCommitment in accordance with such Lender's Commitment Percentage. The amount of any such reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or required by the definition thereof. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment Commitment, shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Lenders of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower mayUnless previously terminated, upon not less than five Business Days' prior notice to the Administrative Agent, Commitment of each Lender shall automatically terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving CommitmentMaturity Date. (b) The Borrower may, upon at any time or from time to time, permanently reduce on a pro rata basis or terminate the Commitments of the Lenders or, if there are no outstanding Loans to or Letters of Credit issued for the account of, a Subsidiary Borrower, terminate a Subsidiary Borrower’s right to request a Borrowing or Letter of Credit hereunder, in each case by giving not less than five three (3) full Business Days' ’ prior written notice to such effect to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under ; provided that (i) any partial reduction shall be in an Incremental Facility, without premium or penalty, by an aggregate minimum amount of not less than $1,000,000 5,000,000 or any an integral multiple of $500,000 5,000,000 in excess thereof; providedthereof and (ii) the Borrower shall not terminate or reduce the Commitments if, however that no such termination or reduction shall be permitted if immediately after giving effect thereto and to any concurrent prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionin accordance with Section 4.3, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility Total Credit Exposure would exceed the total amount Total Commitment. Upon any such termination such Subsidiary Borrower shall cease to be a Subsidiary Borrower (but, unless unrestricted, shall continue to be a Restricted Subsidiary or Material Restricted Subsidiary, as the case may be). Promptly after the Administrative Agent’s receipt of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; notice of reduction or termination, the Administrative Agent shall notify each Lender and provided further that once reduced in accordance with this Section 2.05(b)each Issuing Bank of the proposed reduction or termination, such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any and such reduction or termination of Incremental Revolving Commitments shall be paid effective on the effective date of specified in the Borrower’s notice with respect to such reduction or termination. The Administrative Agent Each reduction of the Commitments shall promptly notify reduce the affected Incremental Banks Commitment of any each Lender proportionately in accordance with its Pro Rata Percentage. After each such reduction, the commitment fee shall be calculated upon the Total Commitment as so reduced. Any reduction or termination of Incremental Revolving the Commitments under an Incremental Facilityhereunder shall be irrevocable. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (ai) The Borrower mayUnless previously terminated, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made Commitment of each Revolving Lender shall automatically terminate on the effective date of such termination or reduction Maturity Date and (xii) the then outstanding principal amount Term Loan Commitment of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with this Section 2.05(a), the Aggregate Revolving Commitment may not be increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) each Term Loan Lender shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid automatically terminate on the effective date of such reduction or termination. The Administrative Agent shall promptly notify Term Loan Borrowing Date or, if the affected Banks of any such reduction or termination of Term Loan Borrowing Date does not occur, at 5:00 p.m., Houston time, on the Aggregate Revolving CommitmentTerm Loan Availability Termination Date. (b) The Borrower may, upon at any time or from time to time, permanently reduce on a pro rata basis or terminate the Revolving Commitments of the Revolving Lenders or, if there are no outstanding Loans to or Letters of Credit issued for the account of, a Subsidiary Borrower, terminate a Subsidiary Borrower’s right to request a Borrowing or Letter of Credit hereunder, in each case by giving not less than five three (3) full Business Days' ’ prior written notice to such effect to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under ; provided that (i) any partial reduction shall be in an Incremental Facility, without premium or penalty, by an aggregate minimum amount of not less than $1,000,000 5,000,000 or any an integral multiple of $500,000 5,000,000 in excess thereof; providedthereof and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, however that no such termination or reduction shall be permitted if immediately after giving effect thereto and to any concurrent prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionin accordance with Section 4.3, the then outstanding principal amount of the Incremental Total Revolving Loans made under such Incremental Facility Credit Exposure would exceed the total amount Total Revolving Commitment. Upon any such termination such Subsidiary Borrower shall cease to be a Subsidiary Borrower (but, unless unrestricted, shall continue to be a Restricted Subsidiary or Material Restricted Subsidiary, as the case may be). Promptly after the Administrative Agent’s receipt of such Incremental notice of reduction or termination, the Administrative Agent shall notify each Revolving Commitments then in effect with respect to such Incremental Facility; Lender and provided further that once reduced in accordance with this Section 2.05(b)each Issuing Bank of the proposed reduction or termination, such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any and such reduction or termination of Incremental Revolving Commitments shall be paid effective on the effective date of specified in the Borrower’s notice with respect to such reduction or termination. The Administrative Agent Each reduction of the Revolving Commitments shall promptly notify reduce the affected Incremental Banks Revolving Commitment of any each Revolving Lender proportionately in accordance with its Pro Rata Percentage. After each such reduction, the commitment fee shall be calculated upon the Total Revolving Commitment as so reduced. Any reduction or termination of Incremental the Revolving Commitments under an Incremental Facilityhereunder shall be irrevocable. (c) The Aggregate Borrower may, at any time prior to the Term B Commitment shall automatically Loan Borrowing Date, terminate effective as the Term Loan Commitments of the day Term Loan Lenders by giving not less than three (3) full Business Days’ prior written notice to such effect to the Administrative Agent. Promptly after the Effective DateAdministrative Agent’s receipt of such notice of termination, the Administrative Agent shall notify each Term Loan Lender thereof, and such termination shall be effective on the date specified in the Borrower’s notice with respect to such termination. The Incremental Term Commitments under any Incremental Facility shall terminate effective as Any termination of the day after the effective date of the Incremental Term Loan Amendment relating theretoCommitments hereunder shall be irrevocable.

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment, without premium or penalty, ) by an aggregate minimum amount of $1,000,000 500,000 or any multiple of $500,000 100,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if -------- ------- after giving effect thereto and to any prepayment of the Revolving Loans made under the Revolving Commitments which are and/or Swingline Loans made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all the Revolving Loans made under the Revolving Commitments and Swingline Loans plus the amount of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (yii) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and and, provided further -------- further, that once reduced in accordance with this Section 2.05(a2.05, the Aggregate ------- ------------ Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (b) On each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from any incurrence by Holdings or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness for borrowed money permitted to be incurred under Section 8.04 as in effect on the Restatement Effective Date), the Aggregate ------------ Revolving Commitment shall be permanently reduced by an amount equal to 100% of the Net Issuance Proceeds of the respective incurrence of Indebtedness minus the ----- aggregate principal amount of the Term Loans which have been prepaid in connection with such incurrence of Indebtedness pursuant to Section 2.07(b); --------------- provided, however, that no reduction shall occur hereunder with respect to the -------- ------- first $750,000 of such Net Issuance Proceeds received after the Restatement Effective Date or with respect to any Net Issuance Proceeds received after the Restatement Effective Date in connection with the incurrence of Indebtedness for borrowed money secured by Letters of Credit. Nothing in this paragraph (b) ------------- shall be deemed to permit the issuance of any Indebtedness not otherwise permitted under this Agreement. (c) On each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any Net Issuance Proceeds from any issuance or sale by Holdings or any of its Subsidiaries of any equity securities or other equity interests or rights (other than $571,752.80 of such Net Issuance Proceeds received as contemplated by Section 9.01(l)), the Aggregate Revolving --------------- Commitment shall be permanently reduced by an amount equal to 50% of the Net Issuance Proceeds of the respective issuance or sale of such securities, interests or rights minus the aggregate principal amount of the Term Loans which ----- have been prepaid in connection with such issuance or sale pursuant to Section ------- 2.07(c); provided, however, that, no reduction ------- -------- ------- shall occur hereunder with respect to the first $250,000 of Net Issuance Proceeds received after the Restatement Effective Date in connection with the issuance or sale of any such equity securities or other equity interests or rights. (d) Within two Business Days after Holdings or any of its Subsidiaries receives any Net Cash Proceeds from any Asset Sale, the Aggregate Revolving Commitment shall be permanently reduced on such date by an amount equal to 100% of the Net Cash Proceeds from such Asset Sale minus the aggregate ----- principal amount of the Term Loans which have been prepaid in connection with such Asset Sale pursuant to Section 2.07(d); provided, however, that (i) with --------------- -------- ------- respect to no more than $1,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of Holdings, such Net Cash Proceeds shall not give rise to a reduction to the Aggregate Revolving Commitment pursuant to this paragraph (d) ------------- if no Default or Event of Default then exists and Holdings has delivered a certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds shall be used to purchase replacement assets used or to be used in the Borrower's or any of its Subsidiaries' business within 270 days following the date of receipt of such Net Cash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and if all or any portion of such Net Cash Proceeds are not so used within such 270 day period, the Aggregate Revolving Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion minus the aggregate principal amount of the Term Loans which ----- have been prepaid in connection with such Asset Sale pursuant to Section 2.07(d) --------------- and (ii) no reduction shall occur hereunder with respect to the first $250,000 of Net Cash Proceeds received in any fiscal year of Holdings. Nothing in this paragraph (d) shall be deemed to permit any Asset Sale not otherwise permitted ------------- under this Agreement. (e) Within 10 days following each date after the Restatement Effective Date upon which Holdings or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Aggregate Revolving Commitment shall be permanently reduced on such date by an amount equal to 100% of the Net Insurance Proceeds from such Recovery Event minus the aggregate principal amount of the ----- Term Loans which have been prepaid in connection with such Recovery Event pursuant to Section 2.07(e); provided, however, that if no Default or Event of --------------- -------- ------- Default then exists and such proceeds from such Recovery Event do not exceed $4,000,000, such proceeds shall not give rise to a reduction to the Aggregate Revolving Commitment pursuant to this paragraph (e) on such date if Holdings has ------------- delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within 365 days following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if ---------------- the amount of such proceeds exceeds $4,000,000, then the Aggregate Revolving Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $4,000,000 as provided above in this paragraph (e), ------------- minus the aggregate principal amount of the Term Loans which have been prepaid ----- in connection with such Recovery Event pursuant to Section 2.07(e) and (ii) if --------------- all or any portion of such proceeds are not contractually committed to be used within 180 days after the date of receipt of such proceeds or are not actually used within 365 days after the date of receipt of such proceeds to effect such restoration or replacement, the Aggregate Commitment shall be permanently reduced -40- on the last day of such 180-day or 365-day period, as the case may not be, by an amount equal to such remaining portion minus the aggregate principal amount of ----- the Term Loans which have been prepaid in connection with such Recovery Event pursuant to Section 2.07(e). --------------- (f) On each Excess Cash Payment Date, the Aggregate Revolving Commitment shall be increased. permanently reduced by an amount equal to 75% of the Excess Cash Flow for the relevant Excess Cash Payment Period minus the aggregate ----- principal amount of the Term Loans which have been prepaid in connection with such Excess Cash Flow pursuant to Section 2.07(f); provided, however, that the --------------- -------- ------- foregoing percentage shall be reduced to 50% for any Excess Cash Payment Period so long as (I) no Default or Event of Default exists on such Excess Cash Payment Date and (II) the Consolidated Leverage Ratio is less than 3.25:1.00 on the last day of the Measurement Period for the relevant Excess Cash Payment Period (after giving effect to any repayment of Term Loans on such date). (g) Any reduction of the Aggregate Revolving Commitment and the Letter of Credit Commitment pursuant to this Section 2.05(a) 2.05 shall be applied pro ------------ --- rata to each BankLender's Revolving CommitmentCommitment in accordance with such Lender's ---- Revolving Commitment Percentage. The amount of any such reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or required by the definition thereof. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment Commitment, shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Lenders of any such reduction or termination of the Aggregate Revolving Commitment. (bh) The Borrower may, upon not less than five Business Days' prior notice to Aggregate Revolving Commitment (and the Administrative Agent, Revolving Commitment of each RL Lender) shall terminate or permanently reduce on the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount date on which a Change of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto Control occurs. (i) The Aggregate Commitment (and to any prepayment each of the Incremental Revolving Loans made under Commitments of each Lender) shall terminate in its entirety on March 31, 1999 unless the Restatement Effective Date has occurred on or before such Incremental Facility which are made on date and in the effective date event of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect this Agreement shall cease to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction force or termination of Incremental Revolving Commitments effect and the Original Credit Agreement shall continue to be paid on effective, as the effective date of such reduction same may have been, or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction may thereafter be, amended, modified or termination of Incremental Revolving Commitments under an Incremental Facilitysupplemented from time to time. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) Each of the Revolving Commitments shall in any event automatically and permanently terminate in full on the Maturity Date. The Borrower may, upon not less than five three (3) Business Days' ’ prior written notice to the Administrative Agent, permanently terminate the Aggregate Revolving Commitment (including the Letter of Credit Commitment) or permanently reduce the Aggregate Revolving Commitment (including the Letter of Credit Commitment), without premium or penalty, by an a minimum aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however however, that no such reduction or termination or reduction shall be permitted if if, immediately after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof, (xi) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments Loans, plus the amount then outstanding Letter of Credit Obligations, will exceed the Aggregate Revolving Commitment then in effect, or (ii) the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would will exceed the Letter of Credit Commitment then in effect; and provided further and, provided, further, that once reduced in accordance with this Section 2.05(a)2.5, the Aggregate Revolving Commitment (including the Letter of Credit Commitment) may not be increased. (b) The Letter of Credit Commitment shall be automatically and permanently terminated in full upon termination of the Aggregate Revolving Commitment. Any If the Letter of Credit Commitment shall at any time exceed the Aggregate Revolving Commitment then in effect, then the Letter of Credit Commitment shall immediately be automatically and permanently reduced to the amount of the Aggregate Revolving Commitment then in effect. (c) Each reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) 2.5 shall be applied pro rata to each Bank's Revolving CommitmentLender’s Revolving Commitment in accordance with such Lender’s proportionate share of such Commitments. The amount of any reduction of the Aggregate Revolving Commitment shall not be applied to the Letter of Credit Commitment unless otherwise specified by the Borrower or unless otherwise required by the terms of Section 2.5(b). All accrued commitment and letter of credit fees Fees to the effective date of any each reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of each such reduction or termination. The Administrative Agent shall promptly notify the affected Banks Revolving Lenders of any such each reduction or termination of the Aggregate Revolving Commitment. (bd) The Aggregate Term B Commitment shall terminate in full on the Closing Date, upon making of the Term B Loans on such date. Each of the Term B Commitments shall in any event automatically and permanently terminate in full at 5:00 p.m. on December 31, 2006 if the Term B Loans have not been made to the Borrower on or prior to that date. (e) The Aggregate Delayed Draw Commitment shall terminate in full upon the making of the Delayed Draw Term Loans. Each of the Delayed Draw Commitments shall in any event automatically and permanently terminate in full at 5:00 p.m. on the Delayed Draw Commitment Termination Date if the Delayed Draw Term Loans have not been made on or prior to such date. The Borrower may, upon not less than five three (3) Business Days' ’ prior written notice to the Administrative Agent, permanently terminate the Aggregate Delayed Draw Commitment or permanently reduce the Incremental Revolving Commitments under an Incremental FacilityAggregate Delayed Draw Commitment, without premium or penalty, by an a minimum aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionhowever, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b)2.5, such Incremental Revolving Commitments the Aggregate Delayed Draw Commitment may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.

Reduction and Termination of Commitments. (a) The Borrower mayUnless previously terminated, upon not less than five all Revolving Commitments shall terminate on the Revolving Commitment Termination Date. (b) Upon at least three (3) Business Days' ’ prior written notice (or telephonic notice promptly confirmed in writing) to the Administrative AgentAgent (which notice shall be irrevocable), terminate or permanently the Borrower may reduce the Aggregate Revolving CommitmentCommitments in part or terminate the Aggregate Revolving Commitments in whole; provided, without premium or penaltyhowever, by that (i) any partial reduction shall apply to reduce proportionately and permanently the Revolving Commitment of each Revolving Lender, (ii) any partial reduction pursuant to this Section 2.9 shall be in an aggregate minimum amount of at least $1,000,000 or 5,000,000 and any larger multiple of $500,000 in excess thereof; provided1,000,000, however that and (iii) no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the then outstanding Letter of Credit Obligations would exceed reduce the Aggregate Revolving Commitment then in effect or (y) Commitments to an amount less than the aggregate amount outstanding Revolving Credit Exposures of all Letter Lenders. Any such reduction in the Aggregate Revolving Commitments shall result in a proportionate reduction (rounded to the next lowest integral multiple of Credit Obligations would exceed $100,000) in the Letter of Credit Swingline Commitment then in effect; and provided further that once reduced in accordance the LC Commitment. (c) Commencing with this Section 2.05(a)the Fiscal Quarter ending June 3, 2008, the Aggregate Revolving Commitment may not Commitments shall automatically be increased. Any permanently reduced by $6,250,000 as of the end of each Fiscal Quarter (with each such permanent reduction of the Aggregate Revolving Commitment Commitments pursuant to this Section 2.05(a2.9(c) shall to be applied pro rata to reduce proportionally and permanently the Revolving Commitment of each Bank's Lender according to its Pro Rata Share). (d) On the ninetieth (90th) day following the Second Amendment Effective Date and on the one hundred eightieth (180th) day following the Second Amendment Effective Date, the Aggregate Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any Commitments shall automatically be permanently reduced by $4,153,795.00 (with each such permanent reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b2.9(d) shall to be applied pro rata to each applicable Incremental Revolving Bank's Incremental reduce proportionally and permanently the Revolving Commitment under such Incremental Facility. All accrued commitment fees of each Lender according to its Pro Rata Share) (e) In addition to the effective date of any such reduction or termination of Incremental automatic reductions to the Aggregate Revolving Commitments pursuant to Section 2.9(c) and (d) above, the Aggregate Revolving Commitments shall automatically be paid on permanently reduced in an amount equal to the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks amount of any such reduction prepayment required to be made by the Borrower pursuant to Section 2.12(b)(ii), (iii), (iv) or termination of Incremental Revolving Commitments under an Incremental Facility.(v). CHAR1\1040690v15 (cg) The Aggregate Term B Commitment shall automatically terminate effective as Section 2.12 of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective Credit Agreement is hereby amended to read as of the day after the effective date of the Incremental Loan Amendment relating thereto.follows:

Reduction and Termination of Commitments. (a) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction -------- shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on the effective date of such termination or reduction thereof (x) the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount of the ---- then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect or (y) the aggregate amount of all Letter of Credit Obligations would exceed the Letter of Credit Commitment then in effect; and provided further that once reduced in accordance with -------- this Section 2.05(a), the Aggregate Revolving Commitment may not be --------------- increased. Any reduction of the Aggregate Revolving Commitment pursuant to this Section 2.05(a) shall be applied pro rata to --------------- each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Banks of any such reduction or termination of the Aggregate Revolving Commitment. (b) The Borrower may, upon not less than five Business Days' prior notice to the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facility, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such -------- termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reductionthereof, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed the total amount of such Incremental Revolving Commitments then in effect with respect to such Incremental Facility; and provided further that once reduced in accordance with this Section 2.05(b), such Incremental Revolving Commitments may not be increased. Any reduction of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(b) shall be applied pro rata to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facility. All accrued commitment fees to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on the effective date of such reduction or termination. The Administrative Agent shall promptly notify the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental Facility. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.-------- Section

Reduction and Termination of Commitments. (a) The Revolving Commitments shall terminate on the Contractual Maturity Date. The Borrower may, upon not less than at least five (5) Business Days' prior ’ (or, in the case of a termination of the Revolving Commitments and the Facility Limit in whole, ninety (90) days) irrevocable written notice to the Administrative AgentAgent (with a copy to the Lenders), terminate or permanently reduce the Aggregate Revolving Commitment, without premium or penalty, by an aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of Revolving Loans made under the Revolving Commitments which are made on and the effective date of such termination or reduction Facility Limit (x) in whole or in part at any time after the then outstanding principal amount of all Revolving Loans made under the Revolving Commitments plus the amount seven-month anniversary of the then outstanding Letter of Credit Obligations would exceed the Aggregate Revolving Commitment then in effect Closing Date or (y) in part, at any time, if the aggregate Borrowing Base is less than 50% of the Facility Limit; provided that, in the case of clause (y), such termination reduces the Facility Limit to an amount equal to the greater of all Letter (1) $200,000,000 and (2) Borrowing Base as of Credit Obligations would exceed the Letter of Credit Commitment then in effectsuch date; and provided further that once reduced that, in accordance with this Section 2.05(athe case of clauses (x) and (y), the any such termination shall be made in conjunction with a repayment of any Aggregate Revolving Commitment may not be increased. Any reduction Principal pursuant to Section 1.3 in excess of the Aggregate Revolving Commitment pursuant Facility Limit after giving effect to this Section 2.05(a) shall be applied pro rata to each Bank's Revolving Commitment. All accrued commitment and letter of credit fees to the effective date of any reduction or termination of the Aggregate Revolving Commitment shall be paid on the effective date of such reduction or termination. The Administrative Agent applicable Call Premium shall promptly notify become due and payable to the affected Banks of Lenders at any such reduction time the Revolving Commitment and/or the receivables purchase facility is terminated, in whole or termination in part, prior to the Contractual Maturity Date (whether resulting from (i) a refinancing or other repayment of the Aggregate Revolving Commitment. Borrower Obligations hereunder, (bii) The the occurrence of an Amortization Event, (iii) the acceleration of the Borrower may, upon not less than five Business Days' prior Obligations by notice to or automatically or (iv) otherwise) (each such date the Administrative Agent, terminate or permanently reduce the Incremental Revolving Commitments under an Incremental Facilityare terminated, without premium or penalty, by an a “Commitment Reduction Date” and the aggregate minimum amount of $1,000,000 or any multiple of $500,000 in excess thereof; provided, however that no such termination or reduction shall be permitted if after giving effect thereto and to any prepayment of the Incremental Revolving Loans made under such Incremental Facility which are made on the effective date of such termination or reduction, the then outstanding principal amount of the Incremental Revolving Loans made under such Incremental Facility would exceed Commitments reduced, the total “Commitment Reduction Amount”), which for the avoidance of doubt shall be in addition to, without limitation, any accrued and unpaid interest on the amount of such Incremental Revolving Commitments then in effect with respect any Advance prepaid. The Borrower and the Master Servicer expressly agree that: (A) the Call Premium referenced herein are intended to such Incremental Facility; be liquidated damages (and provided further that once reduced in accordance with this Section 2.05(bnot unmatured interest), such Incremental Revolving Commitments may not be increased. Any reduction are reasonable under the circumstances and are the product of Incremental Revolving Commitments under an Incremental Facility pursuant to this Section 2.05(barm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Call Premium shall be applied pro rata payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between the Lenders and the Bausch Parties giving specific consideration in this transaction for such agreement to each applicable Incremental Revolving Bank's Incremental Revolving Commitment under such Incremental Facilitypay the Call Premium referenced in this Agreement and (D) the Borrower and the other Bausch Parties shall be estopped hereafter from claiming differently than as agreed to in this clause. All accrued commitment fees The Borrower and the other Bausch Parties expressly acknowledge that its agreement to pay the Call Premium referenced herein to the effective date of any such reduction or termination of Incremental Revolving Commitments shall be paid on Lenders as herein described is a material inducement for the effective date of such reduction or termination. The Administrative Agent shall promptly notify Lenders to make the affected Incremental Banks of any such reduction or termination of Incremental Revolving Commitments under an Incremental FacilityAdvances in exchange for the consideration therefor. (c) The Aggregate Term B Commitment shall automatically terminate effective as of the day after the Effective Date. The Incremental Term Commitments under any Incremental Facility shall terminate effective as of the day after the effective date of the Incremental Loan Amendment relating thereto.