Common use of Repayments and Prepayments Clause in Contracts

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan made by such Lender to the Borrower. (b) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14).

Repayments and Prepayments. The Borrower shall repay in full the unpaid principal amount of the Loans (together with the Repayment Premium) on the Maturity Date. Prior thereto, payments and prepayments of the Loans shall be made as set forth below. (a) The Borrower hereby unconditionally promises to pay on shall have the Maturity Dateright, with at least three Business Days’ written notice to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan made by such Lender to the Borrower. (b) The Borrower may at any time and from time to time to prepay any unpaid principal amount of the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three . (b) Within five Business Days prior theretoof receipt by Holdings, in the case Borrower, or any Subsidiary of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans any (i) Net Casualty Proceeds or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto(ii) Net Asset Sales Proceeds, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice notify the Administrative Agent shall promptly notify each Lender thereof. If any such notice is givenrequested by the Lender, the Borrower shall within five Business Days of such request make a mandatory prepayment of the Loans, in an amount specified in equal to 100% of such notice shall be due and payable proceeds (or such lesser amount as the Lender may specify on the date specified thereinof such request), together with to be applied to the outstanding principal amount of the Loans and the Borrower shall concurrently pay the accrued and unpaid interest on such amount; provided, however, that no such payment shall be required on account of Net Casualty Proceeds that are intended to be reinvested in the ordinary course of the Credit Obligors’ business within 180 days in replacement equipment or real property used or useful in their business, so long as such date on proceeds are held in a deposit account subject to a perfected security interest of Lender; provided, further, that if such Net Casualty Proceeds have not in fact been so re-invested at the expiration of such 180 day period than any such Net Casualty Proceeds shall be paid to Lender as provided herein at such time. (c) The Borrower shall repay the Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 9.2 or Section 9.3, unless, pursuant to Section 9.3, only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). (d) Amounts repaid or prepaid in respect of the outstanding principal amount prepaid. Partial prepayments of the Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that applied pro rata to the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default Initial Loan and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14)each Delayed Draw Loan.

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided that, (i) all such voluntary prepayments shall require, in the case of Base Rate Loans at least the same Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Days’ prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (ii) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 (unless such prepayment is for the entire amount of all outstanding LIBO Rate Loans or Base Rate Loans, as the case may be). Each notice of prepayment sent pursuant to this clause shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) On each date when, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.2, the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Loans and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) If at any time the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the redetermined or adjusted Borrowing Base (a “Borrowing Base Deficiency”), then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of a Letter of Credit Outstanding, Cash Collateralize such Letter of Credit Outstanding, in an aggregate amount equal to such excess. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the written designation of the Borrowing Base in accordance with Section 2.8 or the date the adjustment occurs (or earlier, if otherwise required pursuant to Section 7.2.10(e)); provided that all payments required to be made pursuant to this clause (c) must be made on or prior to the Termination Date. (d) Upon any adjustments to the Borrowing Base pursuant to Sections 7.1.13 and 7.2.10, if the sum of (A) the aggregate outstanding principal amount of all Loans and (B) the aggregate amount of all Letter of Credit Outstandings exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (i) prepay the Borrowings in an aggregate principal amount equal to such excess, and (ii) if any excess remains after prepaying all of the Borrowings as a result of a Letter of Credit Outstanding, Cash Collateralize such Letter of Credit Outstandings, in an aggregate amount equal to such excess. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of any sale or Disposition under Section 7.2.10; provided that all payments required to be made pursuant to this clause (d) must be made on or prior to the Termination Date. (e) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loansexcept as may be required by Section 4.4, and no later than 11:00 A.M., New York City time, shall be accompanied by all interest then accrued and unpaid on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount principal so prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14).

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the applicable Final Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided that (A) any such prepayment of Loans shall be made pro rata among the Loans of the same type and, if applicable, having the same Interest Period of all Lenders that have made such Loans; (B) all such voluntary prepayments shall require, in the case of Base Rate Loans at least one Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Day’s prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (C) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $2,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $500,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Loans that are Base Rate Loans that are not made in connection with the termination of the Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) On each date when the aggregate outstanding principal amount of the Revolving Loans exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans. (c) Concurrently with the receipt by the Borrower or any of its Subsidiaries of any Net Debt Proceeds, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Loans in an amount equal to 100% of such Net Debt Proceeds, to be applied as set forth in Section 3.1.2. (d) In the event the Borrower or any of its Subsidiaries receives any Net Disposition Proceeds or Net Casualty Proceeds, the Borrower shall (subject to the proviso hereto), within 5 Business Days of such receipt, deliver to the Administrative Agent a calculation of the amount of such Net Disposition Proceeds or Net Casualty Proceeds, and, the Borrower shall (or shall cause such Subsidiary to) make a mandatory prepayment of the Loans in an amount equal to 100% of such proceeds. (e) Immediately upon any acceleration of the Final Maturity Date of any Loans pursuant to Section 8.3, the Borrower shall repay all the Loans, unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, upon irrevocable notice delivered except as may be required by Section 4.4. In lieu of making any mandatory prepayment pursuant to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, clauses (c) or (d) of this Section in the case respect of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar any LIBO Rate Loan is prepaid on any day other than on the last day of the Interest Period applicable theretotherefor, so long as no Default shall have occurred and be continuing, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice at its option may deposit with the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, an amount equal to the amount specified in of the LIBO Rate Loan to be prepaid and such notice LIBO Rate Loan shall be due and payable repaid on the date specified therein, together with accrued interest to such date on last day of the amount prepaidInterest Period therefor in the required amount. Partial prepayments of Loans Such deposit shall be held by the Administrative Agent in an aggregate principal amount of $1,000,000 or a whole multiple thereof corporate time deposit account established on terms reasonably satisfactory to the Administrative Agent (it being agreed including that the failure Administrative Agent has been granted a Lien over such deposit), earning interest at the then-customary rate for accounts of such type. Such deposit shall cash collateralize the applicable Obligations; provided that (A) the Borrower may at any time direct that such deposit be applied to make any such voluntary prepayment on such date shall not result in the applicable payment required pursuant to this Section, subject to the provisions of Section 4.4 and (B) upon the occurrence of an Event of Default and that Default, such amounts on deposit may be applied by the sole remedy with respect Administrative Agent to such failure shall be prepay the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14)Loans.

Repayments and Prepayments. (a) The Borrower Borrowers hereby unconditionally promises jointly and -------------------------- severally agree to pay the Bank on the Maturity Date, to Date the Administrative Agent for the account of each Lender, the then entire unpaid principal amount of each Loan made by such Lender and interest on all Revolving Credit Loans. The Borrowers may elect to the Borrower. (b) The Borrower may at any time and from time to time prepay the Loans, in whole outstanding principal of all or in partany part of any Revolving Credit Loan, without premium or penalty, upon irrevocable notice delivered to provided that the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in full or partial prepayment of the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and outstanding amount of prepayment and whether the prepayment is of any Eurodollar Rate Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid pursuant to this (S)2.5 may be made only on any day other than the last day of the Interest Period applicable relating thereto. The Borrowers shall give the Bank no later than 10:00 a.m., the Borrower shall also pay Boston time, at least three (3) Eurodollar Business Days prior written or telephonic notice, of any amounts owing proposed prepayment pursuant to Section 2.14. Upon receipt this (S)2.5 of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due Eurodollar Rate Loan; and payable on the date specified thereinof such prepayment pursuant to this (S)2.5 of any Base Rate Loan, together with accrued interest to in each case specifying the proposed date of such date on prepayment and the amount to be prepaid. Partial prepayments The Borrowers shall be entitled to reborrow before the Maturity Date such amounts, upon the terms and subject to the conditions of this Agreement. If at any time the total outstanding Revolving Credit Loans shall be in an aggregate exceed the lesser of (i) the Commitment and (ii) the Borrowing Base, the Borrowers shall immediately pay the amount of such excess to the Bank for application to the Revolving Credit Loans. The Borrowers may elect to reduce or terminate the Commitment by a minimum principal amount of $1,000,000 or a whole an integral multiple thereof thereof, upon written notice to the Bank given by 10:00 a.m., Boston time, at least two (it being agreed that 2) Business Days prior to the failure date of the Borrower to make any such voluntary prepayment on such date reduction or termination. The Borrowers shall not result in an Event of Default and that be entitled to reinstate the sole remedy with respect to Commitment following such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14)reduction or termination.

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, without premium or penaltyof the outstanding principal amount of any Loans; provided that, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto(i) all such voluntary prepayments shall require, in the case of Eurodollar LoansBase Rate Loans at least the same Business Day’s prior notice (such notice to be delivered before noon (New York time) on such day), and no later in the case of LIBO Rate Loans at least three Business Days’ prior notice (such notice to be delivered before noon on such day), and in either case not more than 11:00 A.M., New York City time, five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on the prepayment datesuch day); and (ii) all such voluntary partial prepayments shall be, in the case of ABR LIBO Rate Loans, which in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000 (unless such prepayment is for the entire amount of all outstanding LIBO Rate Loans or Base Rate Loans, as the case may be). Each notice of prepayment sent pursuant to this clause shall specify the date and prepayment date, the principal amount of prepayment each Borrowing (or portion thereof) to be prepaid and whether the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of Eurodollar prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Loans that are Base Rate Loans that are not made in connection with the termination or ABR Loanspermanent reduction of the Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) On each date when, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.2, the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Loans and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) Except as provided in Section 3.1.1(d), the Borrower shall, within ten (10) days of receipt of notice from the Administrative Agent that a Borrowing Base Deficiency then exists (or delivery of notice from the Borrower of a Borrowing Base Deficiency required pursuant to Section 7.1(c)), either (i) make a mandatory prepayment (and/or provide Cash Collateral, if no Loans are outstanding) equal to the amount of the Borrowing Base Deficiency or elect to make payments at least equal to the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date, or (ii) notify the Administrative Agent that it shall execute and deliver, or cause one or more of its Borrowing Base Subsidiaries to execute and deliver, to the Administrative Agent within thirty (30) days from and after receipt by the Borrower of notice of the Borrowing Base Deficiency, supplemental or additional Security Documents, in form and substance reasonably satisfactory to the Administrative Agent securing (on a first priority basis) payment of the Obligations and covering other Properties of the Borrower or its Borrowing Base Subsidiaries, including additional Oil and Gas Properties directly owned by the Borrower or one or more of the Borrowing Base Subsidiaries which are not then covered by any Security Document and which are of a type and nature satisfactory to the Administrative Agent, and having a value (as determined by the Administrative Agent and the Required Lenders in their sole and absolute discretion), in addition to other Oil and Gas Properties already subject to a Mortgage, sufficient to eliminate the Borrowing Base Deficiency; provided, that if a Eurodollar Loan is prepaid on any day other than the last day Borrower shall elect to execute and deliver (or cause one or more of its Borrowing Base Subsidiaries to execute and deliver) supplemental or additional Security Documents to the Administrative Agent pursuant to subclause (ii) of this Section 3.1.1(c), it shall provide concurrently with notice of such election to the Administrative Agent with descriptions of the Interest Period additional assets to be collaterally assigned (together with current valuations, engineering reports, Security Documents described in such subclause (ii), title evidence or opinions applicable theretothereto and other documents including opinions of counsel, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent); and further provided that if the Administrative Agent has not received within such ten (10) day period the required notice from the Borrower that the Borrower shall take the actions described in subclause (ii) within such thirty (30) day period, then without any necessity for notice to the Borrower or any other person, the Borrower shall also pay be deemed to have elected to make mandatory prepayments equal to at least the Required Deficiency Payment on each Borrowing Base Deficiency Payment Date. (d) Upon any amounts owing adjustments to the Borrowing Base pursuant to Section 2.14. Upon receipt of any such notice Sections 7.1.13 or 7.2.10, if a Borrowing Base Deficiency shall occur as a result thereof, then the Administrative Agent Borrower shall promptly notify each Lender thereof. If any such notice is given, (i) prepay the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be Borrowings in an aggregate principal amount equal to the amount of $1,000,000 or a whole multiple thereof such Borrowing Base Deficiency, and (it being agreed that the failure ii) if any excess remains after prepaying all of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing Borrowings as a result of a Letter of Credit Outstandings, Cash Collateralize such failure Letter of Credit Outstandings, in an aggregate amount equal to such Borrowing Base Deficiency. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral (A) in the case of an adjustment to the Borrowing Base pursuant to Section 2.147.1.13, on the date that the Borrower receives the notice of adjustment described in Section 7.1.13, or (B) in the case of an adjustment to the Borrowing Base pursuant to Section 7.2.10, within three Business Days from the date that the Borrower or any Borrowing Base Subsidiary receives cash proceeds as a result of any sale or Disposition under Section 7.2.10; provided that all payments required to be made pursuant to this clause (d) must be made on or prior to the Termination Date. (e) Upon the occurrence of a Casualty Event with respect to the Borrower or any of its Borrowing Base Subsidiaries during any period between scheduled Borrowing Base redeterminations (the “Subject Casualty Event”), if such Subject Casualty Event affects Oil and Gas Properties that are included in the most recently delivered Reserve Report (the “Affected Property”) and such Affected Property, together with all other Oil and Gas Properties affected by Casualty Events occurring during such foregoing period, have a value in excess of 5% of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon the occurrence of such Subject Casualty Event, by the amount of such excess. (f) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium, penalty or surcharge, except as may be required by Section 4.4, and shall be accompanied by all interest then accrued and unpaid on the principal so prepaid.

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on Borrowers shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan on the Stated Maturity Date. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrowers may make a voluntary prepayment, in whole or in part, without premium or penaltyof the outstanding principal amount of any Loans; provided that, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto(i) all such voluntary prepayments shall require, in the case of Eurodollar LoansBase Rate Loans at least the same Business Day’s prior notice (such notice to be delivered before noon New York time on such day), and no later than 11:00 A.M., in the case of LIBO Rate Loans at least three (3) Business Days’ prior notice (such notice to be delivered before noon New York City timetime on such day), and in either case not more than five (5) Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon New York time on the prepayment datesuch day); and (ii) all such voluntary partial prepayments shall be, in the case of ABR LIBO Rate Loans, which in an aggregate minimum amount of $500,000 and an integral multiple of $500,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $500,000 and an integral multiple of $100,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of prepayment and whether the prepayment is of Eurodollar Loans each Loan (or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant portion thereof) to Section 2.14be prepaid. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in Each such notice shall be due irrevocable and payable shall commit the Borrowers to prepay such Loan (or portion thereof) by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of an event specified thereinin such notice, together with in which case such notice may be revoked by the Borrowers (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause shall be accompanied by accrued and unpaid interest to such date on the principal amount prepaid. Partial prepayments to be prepaid to but excluding the date of payment. (b) On the Stated Maturity Date and on each Quarterly Payment Date occurring during any period set forth below, the Borrowers shall make a scheduled repayment of the aggregate outstanding principal amount, if any, of all Loans shall be in an aggregate principal amount equal to the amount set forth below opposite the Stated Maturity Date or such Quarterly Payment Date, as applicable, and the Lenders agree that any reduction in the amount of $1,000,000 any required amortization payments set forth in this clause, or a whole multiple thereof (it being agreed that the failure any extension of any of the Borrower to make any such voluntary prepayment on such date dates for payment set forth in this clause, shall not result in an Event each case require the consent of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14)all Lenders.

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the Stated Maturity Date thereof. Prior thereto, payments and repayments of Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, without premium or penalty, upon irrevocable notice delivered to of the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and outstanding principal amount of prepayment and whether the prepayment is of Eurodollar any (i) Loans or ABR (other than Swing Line Loans); provided, however, that (A) any such prepayment of Loans of any Tranche shall be made pro rata among Loans of such Tranche being so prepaid and, if applicable, having the same Interest Period of all Lenders that if a Eurodollar have made such Loans of such Tranche; (B) the Borrower shall comply with Section 4.4 in the event that any LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period applicable theretofor such Loan; (C) all such voluntary prepayments shall require at least one Business Day’s notice in the case of Base Rate Loans, three Business Days’ notice in the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt case of LIBO Rate Loans, but no more than five Business Days’ notice in the case of any such notice Loans, in each case in writing to the Administrative Agent shall promptly notify each Lender thereof. If any Agent; and (D) all such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial voluntary partial prepayments of Loans shall be in an aggregate amount of $500,000 or any larger integral multiple of $100,000 or in the aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure all Loans of the Borrower to make any applicable Tranche and type then outstanding; or (ii) Swing Line Loans; provided, however, that (A) all such voluntary prepayments shall require prior telephonic notice to the Swing Line Lender on or before 2:00 p.m., New York City time, on the day of such prepayment on (such date notice to be confirmed in writing by the Borrower within 24 hours thereafter); and (B) all such voluntary partial prepayments shall not result be in an Event aggregate amount of Default $100,000 and that an integral multiple of $50,000 or in the sole remedy with respect aggregate principal amount of all Swing Line Loans then outstanding. (b) On each date when any reduction in the Revolving Loan Commitment Amount shall become effective, the Borrower shall make a mandatory prepayment of Revolving Loans and (if necessary) Swing Line Loans and (if necessary) Cash Collateralize Letter of Credit Outstandings in an aggregate amount equal to such failure shall be the obligation to pay excess, if any, of the sum of (i) the aggregate outstanding principal amount of all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so reduced. (c) Immediately upon any amounts which may become owing as a result acceleration of such failure the Stated Maturity Date of any Loans or Obligations pursuant to Section 2.148.2 or Section 8.3, the Borrower shall repay all outstanding Loans and other Obligations, unless, pursuant to Section 8.3, only a portion of all Loans and other Obligations are so accelerated (in which case the portion so accelerated shall be so prepaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4. No prepayment of principal of any Revolving Loans or Swing Line Loans or Cash Collateralization of Letters of Credit pursuant to this Section 3.1.1 shall cause a reduction in the Revolving Loan Commitment Amount, the Swing Line Loan Commitment Amount or the Letter of Credit Commitment Amount, as the case may be.

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, without premium or penaltyof the outstanding principal amount of any Loans; provided that, upon (i) all such voluntary prepayments shall require, in the case of ABR Loans at least one Business Day's prior notice (such notice to be delivered before noon on such day), and in the case of Eurodollar Loans at least three Business Days' prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days' prior irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto(which notice may be telephonic so long as such notice is confirmed promptly in writing); and (ii) all such voluntary partial prepayments shall be, in the case of Eurodollar Loans, in an aggregate minimum amount of $1,000,000 and no later than 11:00 A.M., New York City time, on the prepayment datean integral multiple of $1,000,000 and, in the case of ABR Loans, which in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000. Each notice of prepayment sent pursuant to this clause shall specify the date and prepayment date, the principal amount of each Advance (or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Advance by the amount stated therein on the date stated therein. All prepayments under this clause (other than prepayments of Loans that are ABR Loans that are not made in connection with the termination or permanent reduction of the Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) On each date when, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.2, the sum of (i) the aggregate Credit Exposure of all the Lenders exceeds the Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Loans and, if necessary, Cash Collateralize all Letter of Credit Exposure, in an aggregate amount equal to such excess. (c) If at any time the sum of (i) the aggregate Credit Exposure of all Lenders exceeds the redetermined Borrowing Base (a "Borrowing Base Deficiency"), then the Borrower shall either do one or a combination of the following: (A)(1) prepay the Advances in an aggregate principal amount equal to such excess, and whether if any excess remains after prepaying all of the prepayment Advances as a result of a Letter of Credit Outstanding, Cash Collateralize such Letter of Credit Outstanding, in an aggregate amount equal to such excess or (2) elect to make payments (and deliver cash collateral) at least equal to one third of the applicable Borrowing Base Deficiency ("Required Deficiency Payment") on each Borrowing Base Deficiency Payment Date, or (B) add additional Oil and Gas Properties (and related Security Documents) acceptable to the Administrative Agent, in its sole discretion but consistent with its customary practices), to the Borrowing Base such that the Borrowing Base Deficiency is of Eurodollar Loans or ABR Loanscured within thirty (30) days after the Borrower's written election; provided, that if a Eurodollar Loan is prepaid on any day other than the last day Borrowers shall elect to execute and deliver supplemental or additional Oil and Gas Properties and Security Documents to the Administrative Agent pursuant to this clause (B), it shall provide concurrently with notice of such election to the Administrative Agent with descriptions of the Interest Period additional assets to be collaterally assigned (together with current valuations, Reserve Reports, Security Documents, title evidence or reports applicable theretothereto and other documents reasonably requested by the Administrative Agent each of which shall be in form and substance reasonably satisfactory to the Administrative Agent); further provided that if the Administrative Agent has not received within ten (10) days of the Borrowing Base Deficiency the required notice from the Borrower that the Borrower shall take the actions described in this clause (B) within such thirty (30) day period or if the Borrower shall not have taken such actions within such thirty (30) day period, then without any necessity for notice to the Borrower or any other person, the Borrower shall also pay be deemed to have irrevocably elected to make mandatory prepayments equal to at least the Required Deficiency Payment for each Borrowing Base Deficiency Payment Date; and provided further, notwithstanding the foregoing, in the event that a Borrowing Base Deficiency results from (I) the issuance of Permitted Subordinated Debt as described in Section 2.8.6 or (II) the sale of assets permitted under Section 7.9.2, the Borrower will be required to immediately cure the Borrowing Base Deficiency by making a prepayment of Loans contemporaneous with the issuance of such Permitted Subordinated Debt. Except as provided in the previous sentence, the Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within 45 days following its receipt of the written designation of the Borrowing Base in accordance with Section 2.8; provided that all payments required to be made pursuant to this clause (B) must be made on or prior to the Final Maturity Date. (d) Immediately upon any amounts owing acceleration of the Final Maturity Date of any Advances pursuant to Section 2.148.1, the Borrower shall repay all the Loans and Cash Collateralize Letter of Credit Exposure. Upon receipt Each prepayment of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice Loans made pursuant to this Section shall be due without premium or penalty, except as may be required by Section 4.4, and payable shall be accompanied by all interest then accrued and unpaid on the date specified therein, together with accrued interest to such date on the amount principal so prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14).

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on Borrowers shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan on the Maturity Date. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrowers may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Loans; provided that, (i) all such voluntary prepayments shall require, in the case of Base Rate Loans at least the same Business Day’s prior notice (such notice to be delivered before noon New York time on such day), and in the case of LIBO Rate Loans at least three (3) Business Days’ prior notice (such notice to be delivered before noon New York time on such day), and in either case not more than five (5) Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon New York time on such day); and (ii) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $100,000 and an integral multiple of $50,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $100,000 and an integral multiple of $50,000. Each notice of prepayment sent pursuant to this clause shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid. Each such notice shall be irrevocable and shall commit the Borrowers to prepay such Loan (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this clause shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (b) [Reserved]. (c) On each occasion that a Prepayment Event occurs, the Borrowers shall, within one (1) Business Day after the occurrence of a Debt Incurrence Prepayment Event and within two (2) Business Days after the occurrence of any other Prepayment Event, prepay, in accordance with Section 3.1.2 below, the principal amount of Loans in an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event. If all or substantially all of the Capital Securities of any Credit Party are sold or any Credit Party is sold as a going concern on any date, the sale proceeds shall be allocated as set forth in the applicable Intercreditor Agreements. (d) [Reserved]. (e) Immediately upon the occurrence of the Maturity date, including any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.3, or otherwise, the Borrowers shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to except as may be required by Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14)4.4.

Repayments and Prepayments. (a) The Borrower Borrowers hereby unconditionally promises promise to pay on the Maturity Date, to the Administrative Agent for Bank the account of each Lender, the then unpaid principal amount of the 1997 Term Loan in forth-eight (48) consecutive equal monthly installments due on the last day of each calendar month, commencing September 30, 1997 with a final payment of the full amount of the remaining balance of the Term Loan made by such Lender on August 31, 2001. The Borrowers may elect to the Borrower. (b) The Borrower may at any time and from time to time prepay the Loans, in whole outstanding principal of all or in partany part of the 1997 Term Loan, without premium or penalty, in a minimum amount of $100,000 or an integral multiple thereof, upon irrevocable written notice to the Bank given by 10:00 a.m. Boston time on the date of such prepayment, of the amount to be prepaid. Each repayment or prepayment of principal of the 1997 Term Loan shall be accompanied by payment of the unpaid interest accrued to such date of the principal being repaid or prepaid and shall be applied against the scheduled installments of principal due on the 1997 Term Loan in the inverse order of maturity. No amount repaid with respect to the 1997 Term Loan may be reborrowed." 7. This Amendment shall become effective upon the satisfaction of each of the following conditions: (a) This Amendment shall have been executed and delivered by the respective parties hereto; (b) The Borrowers shall have executed and delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, Bank a Second Amended and Restated Note in the case form of Eurodollar Loans, Exhibit A hereto; (c) The Borrowers shall have executed and no later than 11:00 A.M., New York City time, on delivered to the prepayment date, Bank two Amended and restated Security Agreements in the case form of ABR Loans, which notice shall specify the date Exhibit B-1 and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14).Exhibit B-2 hereto;

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan upon the applicable Stated Maturity Date therefor. Prior thereto, payments and prepayments of the Loans shall or may be made by such Lender to the Borroweras set forth below. (ba) The Borrower may at any time and from From time to time prepay on any Business Day, the LoansBorrower may make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any (i) Revolving Loans; provided that, (x) all such voluntary prepayments shall require, in the case of Base Rate Loans at least the same Business Day’s prior notice (such notice to be delivered before noon on such day), and in the case of LIBO Rate Loans at least three Business Days’ prior notice (such notice to be delivered before noon on such day), and in either case not more than five Business Days’ prior irrevocable notice to the Administrative Agent (which notice may be telephonic so long as such notice is confirmed in writing within 24 hours thereafter and such notice to be delivered before noon on such day); and (y) all such voluntary partial prepayments shall be, in the case of LIBO Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $1,000,000 (unless such prepayment is for the entire amount of all outstanding LIBO Rate Loans or Base Rate Loans, as the case may be). Each notice of prepayment sent pursuant to this clause shall specify the prepayment date, the principal amount of each Borrowing (or portion thereof) to be prepaid and the scheduled installment or installments of principal to which such prepayment is to be applied. Each such notice shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities and funding thereunder, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments under this clause (other than prepayments of Loans that are Base Rate Loans that are not made in connection with the termination or permanent reduction of the Loan Commitment) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment; and (ii) Swing Line Loans; and at any time the Master Funding Account has excess balances, the Swing Line Lender’s automated treasury management system will automatically pay down the Swing Line Loans. (b) On each date when, after giving effect to any termination or reduction of the Commitments pursuant to Section 2.2, the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the Revolving Loan Commitment Amount (as it may be reduced from time to time pursuant to this Agreement), the Borrower shall make a mandatory prepayment of Revolving Loans or Swing Line Loans (or both) and, if necessary, Cash Collateralize all Letter of Credit Outstandings, in an aggregate amount equal to such excess. (c) If at any time the sum of (i) the aggregate outstanding principal amount of all Loans and (ii) the aggregate amount of all Letter of Credit Outstandings exceeds the redetermined or adjusted Borrowing Base (a “Borrowing Base Deficiency”), then the Borrower shall (A) prepay the Borrowings in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as a result of a Letter of Credit Outstanding, Cash Collateralize such Letter of Credit Outstanding, in an aggregate amount equal to such excess. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral within forty-five (45) days following its receipt of the written designation of the Borrowing Base in accordance with Section 2.8 or the date the adjustment occurs (or earlier, if otherwise required pursuant to Section 7.2.10(e)); provided that all payments required to be made pursuant to this clause (c) must be made on or prior to the Termination Date. (d) Upon any adjustments to the Borrowing Base pursuant to Sections 7.1.13 and 7.2.10, if the sum of (A) the aggregate outstanding principal amount of all Loans and (B) the aggregate amount of all Letter of Credit Outstandings exceeds the redetermined or adjusted Borrowing Base, then the Borrower shall (i) prepay the Borrowings in an aggregate principal amount equal to such excess, and (ii) if any excess remains after prepaying all of the Borrowings as a result of a Letter of Credit Outstanding, Cash Collateralize such Letter of Credit Outstandings, in an aggregate amount equal to such excess. The Borrower shall be obligated to make such prepayment and/or deposit of cash collateral on the date it or any Subsidiary receives cash proceeds as a result of any sale or Disposition under Section 7.2.10; provided that all payments required to be made pursuant to this clause (d) must be made on or prior to the Termination Date. (e) Immediately upon any acceleration of the Stated Maturity Date of any Loans pursuant to Section 8.2 or Section 8.3, the Borrower shall repay all the Loans, unless, pursuant to Section 8.3, only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be so repaid). Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loansexcept as may be required by Section 4.4, and no later than 11:00 A.M., New York City time, shall be accompanied by all interest then accrued and unpaid on the prepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount principal so prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof (it being agreed that the failure of the Borrower to make any such voluntary prepayment on such date shall not result in an Event of Default and that the sole remedy with respect to such failure shall be the obligation to pay any amounts which may become owing as a result of such failure pursuant to Section 2.14).

Repayments and Prepayments. (a) The Borrower hereby unconditionally promises to pay on shall repay in full the Maturity Date, to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Loan made by such Lender to upon the Stated Maturity Date therefor. Prior thereto, the Borrower. (ba) The Borrower may at any time and may, from time to time prepay the Loanson any Business Day, make a voluntary prepayment, in whole or in part, without premium or penalty, upon irrevocable notice delivered to of the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, on the prepayment date, in the case of ABR Loans, which notice shall specify the date and outstanding principal amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR any Loans; provided, however, that (i) any such prepayment shall be made pro rata among Loans of the same type and, if a Eurodollar applicable, having the same Interest Period of all Lenders; (ii) any such prepayment of any LIBO Rate Loan is prepaid made on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.14. Upon receipt of any for such notice the Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice Loan shall be due and payable on subject to the date specified therein, together with accrued interest to provisions of Section 4.4; (iii) all such date on the amount prepaid. Partial voluntary prepayments of LIBO Rate Loans shall require at least three but no more than five Business Days' prior written notice and all such voluntary prepayments of Base Rate Loans shall require at least one but no more than five Business Days' prior written notice, in each case delivered to the Agent; and (iv) all such voluntary partial prepayments shall be in an aggregate minimum amount of $5,000,000 and an integral multiple of $1,000,000; (b) shall, on each date when any reduction in the Commitment Amount shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all Loans equal to the excess, if any, of the aggregate, outstanding principal amount of $1,000,000 all Loans over the Commitment Amount as so reduced; (c) unless on or before such date the Expansion and Extension shall have been completed such that NBPC has received written authorization from the FERC, or its representative, to commence service on the Expansion and Extension and NBPC shall have complied in all material respects with the terms of the FERC Certificate of Public Convenience and Necessity dated August 1, 1997 issued to NBPC, and the Agent shall have received a whole multiple thereof (it being agreed that the failure certificate from an Authorized Officer of the Borrower to make certifying that NBPC has received such written authorization, shall, upon the occurrence of the Facility B Termination Date (as such term is defined in the NBPC Credit Agreement), repay all Loans outstanding; and (d) shall, immediately upon any such voluntary prepayment on such date shall not result in an Event acceleration of Default and that the sole remedy with respect to such failure shall be the obligation to pay Stated Maturity Date of any amounts which may become owing as a result of such failure Loans pursuant to Section 2.14)8.2 or Section 8.3, repay all Loans, unless, pursuant to Section 8.3, only a portion of all Loans is so accelerated. Each prepayment of any Loans made pursuant to this Section shall be without premium or penalty, except as may be required by Section 4.4. No voluntary prepayment of principal of any Loans shall cause a reduction in the Commitment Amount.