Common use of Reductions Clause in Contracts

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit Commitment. Any such reduction in the Total Revolving Credit Commitment shall be allocated ratably to the Extended Revolving Credit Commitments and the Non-Extended Revolving Credit Commitments unless (i) no Revolving Credit Loans or funded Participations are outstanding at the time thereof and (ii) if any Swing Line Obligations or Letter of Credit Obligations are outstanding, the conditions to extensions of credit set forth in Section 5.2 can be satisfied, in which case such reduction may be allocated ratably to the Revolving Credit Commitments under either the Extended Revolving Credit Facility or the Non-Extended Revolving Credit Facility, as selected by the Borrower, and, in such case, any unfunded Participations shall automatically be reallocated ratably among all Revolving Lenders based on their Revolving Percentages after giving effect to such reduction of the Revolving Credit Commitments. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days’ written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 2,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans or Swing Line Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall prepaid provided that, after the Borrower be entitled to reduce foregoing payments, if Letter of Credit Outstandings then still exceed the Total Revolving Credit Commitment ifas reduced, the Borrower shall deposit cash with the Agent in an amount equal to the amount of any such excess Letter of Credit Outstandings, as a result collateral security for the repayment of and after giving effect to any future drawing or payments under such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit CommitmentLetters of Credit.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to permanently reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt Total Line of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCredit Commitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment or Total Line of Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment or Total Line of Credit Commitment. No such reduction shall be permitted that results in , as the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5case may be. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce Each reduction of the Total Revolving Line of Credit Commitment if, as a result shall be accompanied by payment of and Line of Credit Loans to the extent that the principal amount of Line of Credit Outstandings exceeds the Total Line of Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the aggregate Outstanding Revolving Credit Obligations exceed amounts prepaid. No such reduction shall result in the Total Revolving Credit Commitmentpayment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, if any, under Section 5.5.

Reductions. The Borrower shall, by irrevocable notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to permanently reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt Total Line of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCredit Commitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment or the Total Line of Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment or the Total Line of Credit Commitment. No such reduction shall be permitted that results in , as the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5case may be. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans and Competitive Bid Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus Letter of Credit Outstandings plus outstanding Competitive Bid Loans exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce Each reduction of the Total Revolving Line of Credit Commitment if, as a result shall be accompanied by payment of and Line of Credit Loans to the extent that the principal amount of Line of Credit Outstandings exceeds the Total Line of Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the aggregate Outstanding Revolving Credit Obligations exceed amounts prepaid. If any such reduction shall result in the Total Revolving Credit Commitmentpayment of any Fixed Rate Loan other than on the last day of the Interest Period of such Fixed Rate Loan such prepayment shall be accompanied by amounts due, if any, under Section 4.2.

Reductions. (a) The Borrower shall, by irrevocable notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to permanently reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedBridge Commitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Bridge Commitment, and shall permanently reduce the Total Revolving Credit Bridge Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Bridge Commitment shall be accompanied by payment of the Revolving Credit Bridge Loans to the extent that the aggregate principal amount of Bridge Outstandings plus Letter of Credit Outstanding Revolving Credit Obligations exceed exceeds the Total Revolving Credit Bridge Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event If any such reduction shall result in the payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Eurodollar Rate Loan such prepayment shall be accompanied by amounts due, if any, under Section 4.2. (b) The Borrower be entitled to reduce shall make the following mandatory permanent reductions of the Total Revolving Credit Commitment ifBridge Commitment, each such payment to be made to the Agent for the benefit of the Lenders within the time period specified below: (i) With respect to the sale, lease, transfer or other disposition of any Line of Business where the sales price for such Line of Business shall exceed $35,000,000, 100% of the net cash proceeds of the first $500,000,000 derived from all such transactions in the aggregate and 50% of the net cash proceeds of the next $500,000,000 derived from all such transactions in the aggregate, less expenses of such sale, any taxes actually paid or payable as a result of such sale and after giving effect any secured Indebtedness required to be repaid in connection with such sale, lease or transfer, if the sales price for such Line of Business shall exceed $35,000,000, such reduction to be made within 30 days of the receipt of such proceeds; the Company shall give not less than five (5) Business Days' prior written notice to the Agent of any such prepayment resulting as a result of such reduction, which notice shall include a certificate of an Authorized Representative setting forth in reasonable detail the aggregate Outstanding Revolving Credit Obligations calculations utilized in computing the amount of such prepayment or other reduction; and (ii) with respect to the issuance and sale for cash of any Indebtedness or equity securities of the Borrower or (but only if the sales proceeds shall exceed $5,000,000) any of its Subsidiaries, the Total Revolving Credit Commitmentprincipal amount of any Indebtedness or the cash proceeds of any securities, less any costs of issuance and any original issue discount, such reduction to be made within 30 days of the receipt of such proceeds; the Company shall give the Agent not less than five (5) days written notice of any such prepayment resulting as a result of such reduction.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit CommitmentCommitment of the Lenders pro rata. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate principal amount of Outstanding Revolving Credit Obligations exceed exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three five (35) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,0001,000,000 or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment. No ; provided, however, that reductions may be in such reduction lesser amounts as shall be permitted that results in required under the payment of any Eurodollar Loan other than on Indenture dated December 17, 1996 between the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts dueBorrower and Norwest Bank Minnesota, if any, under Section 4.5National Association. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus Letter of Credit Outstandings plus Swing Line Outstandings exceeds the lesser of the Total Revolving Credit Commitment or the Borrowing Base after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event No such reduction shall result in the Borrower be entitled to reduce payment of any Eurodollar Rate Loan other than on the Total Revolving Credit Commitment iflast day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, as a result of and after giving effect to such reductionif any, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitmentunder SECTION 5.4.

Reductions. (a) The Borrower shall, by notice from an Authorized ---------- Representative, have the right from time to time but not more frequently than once each calendar month, upon not less than three (3) Business Days' written notice to the Agent, effective upon receipt, to reduce the Total Five Year Commitment. The Agent shall give each Lender, within one (1) Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), of such reduction. Each such reduction shall be in the aggregate amount of $5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Five Year Commitment, and shall permanently reduce the Total Five Year Commitment. Each reduction of the Total Five Year Commitment shall be accompanied by payment of the Five Year Loans to the extent that the principal amount of Five Year Outstandings plus Letter of Credit Outstandings exceeds the Total Five Year Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. (b) The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied364 Day Commitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total 364 Day Commitment, and shall permanently reduce the Total Revolving Credit 364 Day Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit 364 Day Commitment shall be accompanied by payment of the Revolving Credit 364 Day Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed principal amount of 364 Day Outstandings exceeds the Total Revolving Credit 364 Day Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. (a) The Borrower shall, by notice from an ---------- Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction . (b) Simultaneously with each mandatory prepayment of the Term Loans required under Section 2.7(a)(i), the Total Revolving Credit Commitment ----------------- shall be permitted that results in reduced by an amount equal to the payment pro rata portion of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless Net Cash Proceeds or Net Issuance Proceeds giving rise to such prepayment is accompanied by amounts due, if any, under Section 4.5. in accordance with the Ratable Reduction of Credit Facilities. (c) Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus the sum of Letter of Credit Outstandings, Swing Line Outstandings and Reserve Amount exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event No such reduction shall result in the Borrower be entitled to reduce payment of any Eurodollar Rate Loan other than on the Total Revolving Credit Commitment iflast day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, as a result of and after giving effect to such reductionif any, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.under Section ------- 6.4. ---

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic written notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Term Benchmark Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three ten (310) Business Days Days' prior irrevocable written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender pro rata; provided that, if, after giving effect to any reduction of the Total Revolving Credit Commitment, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Total Revolving Credit Commitment, such Sublimit shall be automatically reduced by the amount of such excess. No such reduction shall be permitted that results in the payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.55.5 hereof. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans or Swing Line Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed principal amount of the Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest and fees on the amounts prepaid. In no event The amount of any such Total Revolving Credit Commitment reduction shall not be applied to the Borrower be entitled to reduce Swing Line Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. A reduction of the Total Revolving Credit Commitment if, as to zero and payment of all Obligations hereunder (including the discharge of all obligations of the L/C Issuer and the Lenders with respect to the Letters of Credit and Lender Participations) shall be deemed a result cancellation and termination of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitmentthis Agreement.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. (a) The Borrower shallmay, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to Lender, reduce either the Total Revolving A Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds Revolving B Credit Commitment from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice time to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reductiontime. Each such reduction shall be in the aggregate amount of $10,000,000 2,500,000 or such greater amount which is in an integral multiple of $1,000,000500,000, and shall permanently reduce the Total Revolving A Credit Commitment or the Revolving B Credit Commitment, as applicable. No such reduction shall be permitted that results result in the payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.54.5 hereof. Each reduction of the Total Revolving A Credit Commitment or the Revolving B Credit Commitment shall be accompanied by payment of the Revolving Credit Loans A Note or Revolving B Note, as applicable, to the extent that the aggregate Outstanding amount of Revolving A Credit Obligations exceed Outstandings exceeds the Total Revolving A Credit Commitment or the Revolving B Credit Outstandings exceeds the Revolving B Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. prepaid and any fees otherwise due. (b) In no event shall addition to the Borrower be entitled to reduce optional reductions of the Total Revolving Credit Commitment if, as a result of and after giving effect to such reductioneffected under Section 2.3(a), the aggregate Outstanding Borrower shall make, or shall cause each applicable Subsidiary to make, a prepayment of Revolving Credit Obligations exceed Outstandings (with an equal and simultaneous reduction of the Total Revolving Credit Commitment) from the Net Proceeds of each Capital Market Transaction and each Restricted Asset Disposition. All mandatory prepayments and commitment reductions to be made pursuant to this Section 2.3(b) shall be governed by and subject to the Intercreditor Agreement which provides for pro rata application of such Net Proceeds to all Senior Debt. Any prepayment required to be made pursuant to this Section 2.3(b) shall be accompanied by any payment required pursuant to Section 4.5 hereof.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three ten (310) Business Days Days' prior irrevocable written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit CommitmentCommitment and the Revolving Credit Commitment of each Lender pro rata. No such reduction shall be permitted that results in the payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.55.5 hereof. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans or Swing Line Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed principal amount of the Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest and fees on the amounts prepaid. In no event shall the Borrower be entitled to reduce A reduction of the Total Revolving Credit Commitment if, as to zero and payment of all Obligations hereunder (including the discharge of all obligations of the Issuing Bank and the Lenders with respect to the Letters of Credit and Participations) shall be deemed a result cancellation and termination of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitmentthis Agreement.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit CommitmentCommitment of the Revolving Credit Lenders pro rata. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate principal amount of Outstanding Revolving Credit Obligations exceed exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.

Reductions. (a) The Borrower Borrowers shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days’ written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedCommitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, facsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event No such reduction shall result in the Borrower payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5; and (b) Any net proceeds received in connection with any prepayment pursuant to Section 2.3 shall be entitled to reduce applied on such date toward the prepayment of the Loans and the reduction of the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitmentset forth in paragraph (a) above.

Reductions. The Borrower Borrowers shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Lender, effective upon receipt, to reduce either the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities 364 Day Commitment, or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reductionboth. Each such reduction shall be in the aggregate amount of $10,000,000 500,000 or such greater amount which is in an integral multiple of $1,000,000100,000, or the entire remaining Revolving Credit Commitment or 364 Day Commitment, as the case may be, and shall permanently reduce the Total Revolving Credit Commitment or 364 Day Commitment. No such reduction shall be permitted that results in , as the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5case may be. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding principal amount of Revolving Credit Obligations exceed Outstandings plus Letter of Credit Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event Each reduction of the 364 Day Commitment shall be accompanied by payment of 364 Day Loans to the Borrower be entitled to reduce extent that the Total Revolving Credit principal amount of Outstanding 364 Day Obligations exceeds the 364 Day Commitment if, as a result of and after giving effect to such reduction, together with accrued and unpaid interest on the aggregate amount prepaid. No such reduction shall result in the payment of any Eurodollar Rate Loan other than on the last day of the Interest Period of such Eurodollar Rate Loan unless such prepayment is accompanied by amounts due, if any, under SECTION 4.5." (h) SECTION 2.9 is hereby amended by adding a new second sentence thereto which sentence shall read as follows: "For the period beginning on the date of Amendment No. 1 and ending on the 364 Termination Date, the Borrowers agree to pay to the Lender an unused fee equal to the Applicable Unused Fee multiplied by the average daily amount by which the 364 Day Commitment exceeds the Outstanding 364 Day Obligations." (i) SECTION 2.10 is hereby amended by inserting the phrase "and 364 Day Facility" immediately following the phrase "Revolving Credit Obligations exceed Facility" appearing therein. (j) A new SECTION 2.11 is hereby added to the Total Revolving Credit Commitment.Agreement which Section shall read as follows:

Reductions. (a) The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Agent, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfiedTranche A Commitment. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrowernotice, telefacsimile notice, or telephonic notice (confirmed in writing) ), of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Tranche A Commitment, and shall permanently reduce the Total Revolving Credit Tranche A Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Tranche A Commitment shall be accompanied by payment of the Revolving Credit Tranche A Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed Tranche A Outstandings exceeds the Total Revolving Credit Tranche A Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall . (b) The Borrower shall, by notice from an Authorized Representative, have the Borrower be entitled right from time to time but not more frequently than once each calendar month, upon not less than three (3) Business Days' written notice to the Agent, effective upon receipt, to reduce the Total Revolving Tranche B Commitment; provided that the Borrower may not reduce the Total Tranche B Commitment to less than the Dollar Equivalent Amount of Letter of Credit Outstandings at the time of such reduction. The Agent shall give each Lender, within one (1) Business Day of receipt of such notice, telefacsimile notice, or telephonic notice (confirmed in writing), of such reduction. Each such reduction shall be in the aggregate amount of $5,000,000 or such greater amount which is in an integral multiple of $1,000,000, or the entire remaining Total Tranche B Commitment, and shall permanently reduce the Total Tranche B Commitment. Each reduction of the Total Tranche B Commitment if, as a result shall be accompanied by payment of and the Tranche B Loans to the extent that the Dollar Equivalent Amount of Tranche B Outstandings plus Letter of Credit Outstandings exceeds the Total Tranche B Commitment after giving effect to such reduction, together with accrued and unpaid interest on the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitmentamounts prepaid.

Reductions. (a) The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during once each Fiscal Year)calendar month, upon not less than three (3) Business Days irrevocable Days' written notice to the Administrative Agent Lender, effective upon receipt, to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reductionCommitment. Each such reduction shall be in the aggregate amount of $10,000,000 100,000 or such greater amount which is in an integral multiple of $1,000,00010,000, or the entire remaining Total Revolving Credit Commitment, and shall permanently reduce first the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Facility B and thereafter Revolving Credit Facility A. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving principal amount of outstanding Loans plus Letter of Credit Obligations exceed Outstandings exceeds the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall . (b) Simultaneously with the effectiveness of the Merger the Borrower be entitled to shall permanently reduce the Total amount of Revolving Credit Commitment if, as a result Facility A by the amount of and $5,000,000. To the extent the principal amount of outstanding Loans under Revolving Credit Facility A plus Letter of Credit Outstandings exceeds Revolving Credit Facility A after giving effect to such reduction, the aggregate Outstanding Borrower shall pay outstanding Loans in the amount of such excess. (c) Simultaneously with the receipt by the Borrower or Pan Am of the net proceeds from the sale of any security of the Borrower or Pan Am pursuant to an underwritten offering, the Borrower shall cause the amount of Revolving Credit Obligations exceed Facility B to be permanently reduced by an amount equal to the Total sum of (x) the lesser of (i) $7,500,000 and (ii) the net proceeds received by the Borrower or Pan Am from the sale of such security excluding proceeds from the exercise of warrants or conversions of preferred stock and (y) the then unused portion of Revolving Credit Commitment.Facility B.

Reductions. The Borrower shall, by notice from an Authorized Representative, have the right from time to time (but not more frequently than twice during each Fiscal Year), upon not less than three (3) Business Days irrevocable written notice to the Administrative Agent to reduce the Total Revolving Credit Commitment without premium or penalty; provided that a notice of Commitment reduction may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or any other event, in which case such notice of Commitment reduction may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. The Administrative Agent shall give each Revolving Credit Lender, within one (1) Business Day of receipt of such notice from the Borrower, telephonic notice (confirmed in writing) of such reduction. Each such reduction shall be in the aggregate amount of $10,000,000 or such greater amount which is in an integral multiple of $1,000,000, and shall permanently reduce the Total Revolving Credit Commitment. No such reduction shall be permitted that results in the payment of any Eurodollar EurodollarTerm Benchmark Loan other than on the last day of the Interest Period of such Loan unless such prepayment is accompanied by amounts due, if any, under Section 4.5. Each reduction of the Total Revolving Credit Commitment shall be accompanied by payment of the Revolving Credit Loans to the extent that the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment after giving effect to such reduction, together with accrued and unpaid interest on the amounts prepaid. In no event shall the Borrower be entitled to reduce the Total Revolving Credit Commitment if, as a result of and after giving effect to such reduction, the aggregate Outstanding Revolving Credit Obligations exceed the Total Revolving Credit Commitment.