Common use of Termination of Facility Clause in Contracts

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower may terminate this Agreement upon at least fifteen (15) days’ irrevocable written notice to the Agent and the Lenders, upon (i) the payment in full of all outstanding Loans, together with accrued interest thereon, (ii) the payment of the prepayment fee set forth in clause (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (iv) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment fee determined in accordance with the following table: On or prior to September 27, 2003 3.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2003 but on or prior to September 27, 2004 2.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturity.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement ----------------------- upon at least fifteen thirty (1530) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation of all outstanding Letters of Credit, (iib) the payment of the prepayment early termination fee set forth in clause the next sentence, (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) . ----------- If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if ------------ the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY EARLY TERMINATION TERMINATION OCCURS FEE ----------------------------- -------------------- On or prior to September 27, 2003 3.0the 2% of the principal amount average Loans first Anniversary Date and Letters of Credit outstanding during the 180 days (or lesser period if within 180 days of the Closing Date) prior to the date of termination. After the first 1% of the average Loans prepaid (or required to be prepaid) After September 27, 2003 Anniversary Date but and Letters of Credit on or prior to September 27the outstanding during the second Anniversary Date 180 days prior to the date of termination. provided, 2004 2.0% of however, that if, after the principal amount of first Anniversary Date, Borrowers elect to prepay the Loans prepaid (from a facility agented by Bank of America or required to be prepaid) After September 27any of its Affiliates or successors, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturityBorrowers may prepay all Obligations without any early termination fee.

Termination of Facility. The Borrowers may jointly (abut not individually) Effective from and after the Closing Date, the Borrower may terminate this Agreement upon at least fifteen three (153) days’ irrevocable written Business Days' joint notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans and Term Loans, together with accrued interest thereon, and the cancellation of all outstanding Letters of Credit (iior delivery to the Agent of cash collateral therefor as required by SECTION 2.3(j)), (b) the payment of the prepayment early termination fee set forth in clause the next sentence, (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section SECTION 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) . If this Agreement is terminated at any time on or prior to the Stated Termination third Anniversary Date, whether pursuant to this Section or pursuant to Section SECTION 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY EARLY TERMINATION OCCURS TERMINATION FEE ------------------------ --------------- On or prior to September 27, 2003 3.0the first 0.50% of the principal amount Total Anniversary Date Facility After the first 0.25% of the Loans prepaid (or required to be prepaid) After September 27, 2003 Total Anniversary Date but on Facility or prior to September 27the third Anniversary Date PROVIDED, 2004 2.0% HOWEVER, that the early termination fee described in this SECTION 4.2 shall not be payable in the event that the Borrowers terminate this Agreement (x) and repay all amounts required under this SECTION 4.2 using the proceeds of a loan facility not secured by any Inventory; (y) in connection with the acquisition by a Borrower of all the capital stock or all or a substantial part of the principal amount assets of another Person that is not an Affiliate which requires the refinancing of the Loans prepaid Total Facility and such acquisition is actually consummated; and/or (or required to be prepaidz) After September 27, 2004 but on or after ten (10) days prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied written notice to the principal installments then remaining Agent as a result of mutual dissatisfaction between the Agent or the Lenders, on the one hand, and the Borrowers, on the other hand, resulting in inverse order an inability to agree on executory elements of maturitythis Agreement following good faith negotiation.

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the LendersLender, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit, (iib) the prepayment in full of the Term Loan, together with accrued and unpaid interest thereon, (c) the payment of the prepayment early termination fee set forth in clause (c) below, (iiid) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ive) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in due under Section 5.4. (b) The 4.4, if any. In addition, the Borrower may prepay the outstanding principal amount Term Loan in whole or in part in accordance with Section 3.4; PROVIDED each such prepayment is accompanied by accrued and unpaid interest on the portion of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) Term Loan prepaid. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls dueSECTION 9.2, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION OCCURS FEE ------------------------------------------- ----------------------------- On or prior to September 27, 2003 3.0the first Anniversary Date 2% of the principal amount of Total Facility After the Loans prepaid (or required to be prepaid) After September 27, 2003 first Anniversary Date but on or prior to September 27, 2004 2.01% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or Total Facility prior to September 27the second Anniversary Date Notwithstanding the foregoing, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans no Early Termination Fee shall be applied to payable in the principal installments then remaining event all Loans are paid in inverse order of maturityfull and all other Obligations are satisfied in full after the first Anniversary Date with debt or equity arranged, or exclusively provided, by the Bank.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen thirty (1530) days’ irrevocable written Business Days notice to the Agent and the Lenders, upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, and the cancellation and return of all outstanding Letters of Credit (or, alternatively, with respect to each such Letter of Credit, the furnishing to the Agent, for the benefit of the Lenders of a Supporting Letter of Credit or cash deposit, in each case in amounts and in the manner required by Section 2.4(i)), (ii) the payment in full of the prepayment fee set forth in clause (c) belowTerm Loans, together with accrued and unpaid interest thereon, (iii) the payment in full in cash of all other Obligations together with accrued and unpaid interest thereon, and (iv) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4.. Amendment to clause (b) of Section 4.5 of the Agreement. Effective as of the Amendment Date, clause (b) of Section 4.5 of the Agreement is hereby amended and restated in its entirety to read as follows: (b) The All proceeds or other cash payments received by any Borrower may prepay from the outstanding principal amount sale and issuance of the Loans in part upon at least five (5) Business Days’ irrevocable written notice Series 2001-A Preferred Stock pursuant to the Agent and Series 2001-A Stock Purchase Agreement, shall be used by the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon Borrowers (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment fee determined the amount, if any and without duplication, by which the Aggregate Revolver Outstandings less the aggregate amount of Pending Revolving Loans exceeds the Borrowing Base and (ii) for general working capital purposes (not otherwise prohibited by this Agreement) in accordance with the following table: On ordinary course of business, and shall not be used, directly or prior indirectly, (A) to September 27buy or carry any Margin Stock, 2003 3.0% (B) to repay or otherwise refinance indebtedness of the principal amount Borrowers or others incurred to buy or carry any Margin Stock, (C) to extend credit for the purpose of buying or carrying any Margin Stock, or (D) to acquire any security in any transaction that is subject to Section 13 or 14 of the Loans prepaid (or required to be prepaid) After September 27, 2003 but on or prior to September 27, 2004 2.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturityExchange Act.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen ten (15) days’ irrevocable written 10)-Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and (i) the cancellation and return of Letters of Credit then outstanding or (ii) the deposit of cash collateral or the delivery of a Supporting Letter of Credit in accordance with the provisions of SECTION 1.3(G), (b) the payment of the prepayment early termination fee set forth in clause (c) below, (iiic) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occurdue under SECTION 4.4, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) if any. If this Agreement is terminated at any time prior to the Stated Termination First Anniversary of the Closing Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls dueSECTION 9.2, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with an amount equal to $1,500,000; provided, however, that no such early termination fee shall be due and payable if the following table: On or prior Borrowers elect to September 27, 2003 3.0% terminate this Agreement within one hundred twenty (120) days of the date the Majority Lenders have elected not to permit (I) any acquisition that is not otherwise a Permitted Acquisition so long as consent for such acquisition was requested by the Borrower Parties in good faith and not as a means to avoid such early termination fee as determined by the Agent in its reasonable judgment or (II) any request for subordinated Debt under Section 7.14 so long as such consent for such Debt was requested by the Borrower Parties in good faith and not as a means to avoid such early termination fee as determined by the Agent in its reasonable judgment. Notwithstanding the foregoing, (i) if the Borrowers refinance the Obligations hereunder from the proceeds of a financing from (or arranged by) an Affiliate or division of the Bank, the Borrowers shall not be required to pay to the Agent or the Lenders such early termination fee and (ii) without payment of a early termination premium or any amount under SECTION 4.4, the Borrowers may, upon ten (10) Business Day's written notice to the Agent and the Lenders, elect to eliminate the Maximum Fixed Assets Loan Amount portion of the Borrowing Base so long as (x) (A) with respect to any refinancing of the Fixed Assets Loan Amount in connection with an alternative fixed assets financing under SECTION 7.14(E), the proceeds (less reasonable closing costs) from such refinancing are deposited in a Payment Account or (B) in connection with any other elimination of the Maximum Fixed Assets Loan Amount, the amount, if any, by which the outstanding principal amount of the Loans prepaid (or required and Letters of Credit exceeds the Borrowing Base, after giving effect to be prepaid) After September 27, 2003 but on or prior to September 27, 2004 2.0% such termination of the principal amount Maximum Fixed Assets Loan Amount, is deposited into a Payment Account. In connection with any such elimination of the Loans prepaid Maximum Fixed Assets Loan Amount, upon ten (or required 10) Business Days prior written notice (which notice may be concurrent with the notice referred to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% in the immediately preceding sentence of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturity.this SECTION 3

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the LendersLender, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit, (iib) the prepayment in full of the Term Loan, together with accrued and unpaid interest thereon, (c) the payment of the prepayment early termination fee set forth in clause (c) below, (iiid) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ive) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in Section 5.4. (b) The Borrower due under SECTION 4.4, if any. In addition, the Borrowers may prepay the outstanding principal amount Term Loan in whole or in part in accordance with SECTION 3.4; PROVIDED each such prepayment is accompanied by accrued and unpaid interest on the portion of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) Term Loan prepaid. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls dueSECTION 9.2, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION OCCURS EARLY TERMINATION FEE ----------------------------------------------------- ------------------------- On or prior to September 27, 2003 3.0the first Anniversary Date 2% of the principal amount of Total Facility After the Loans prepaid (or required to be prepaid) After September 27, 2003 first Anniversary Date but on or prior to September 27, 2004 2.01% of the principal amount of Total Facility to the Loans prepaid (or required to be prepaid) After September 27second Anniversary Date Notwithstanding the foregoing, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans no Early Termination Fee shall be applied to payable in the principal installments then remaining event all Loans are paid in inverse order of maturityfull and all other Obligations are satisfied in full after the first Anniversary Date with debt or equity arranged, or exclusively provided, by the Bank.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower may terminate this Agreement upon at least fifteen (15) days’ irrevocable written notice to the Agent and the Lenders, upon (i) the payment in full of all outstanding Loans, together with accrued interest thereon, (ii) the payment of the prepayment fee set forth in clause (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (iv) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment fee determined in accordance with the following table: table (subject to any exceptions set forth in the Transfer and Assignment Letter): On or prior to September 27, 2003 the first Anniversary Date 3.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2003 the first Anniversary Date but on or prior to September 27, 2004 the second Anniversary Date 2.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 the second Anniversary Date but on or prior to September 27, 2005 the third Anniversary Date 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturity.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or issuance of a supporting letter of credit, in form and substance acceptable to the Agent and the Letter of Credit Issuer in their sole discretion, pursuant to Section 1.3(g), (iib) the payment of the prepayment early termination fee set forth in clause (c) below, (iiic) the payment in full in cash immediately available funds of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in due under Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur4.4, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) if any. If this Agreement is terminated by the Borrowers at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with the following table: Period during which Early Termination early termination occurs Fee ----------------------------------------- ------------------------- On or prior to September 27, 2003 3.0the first Anniversary Date 1% of the principal Total Facility After the first Anniversary Date but on 0.75% of the Total Facility or prior to the second Anniversary Date After the second Anniversary Date but 0.50% of the Total Facility prior to the Stated Termination Date Notwithstanding the foregoing, the Borrowers, upon notice to the Agent and the Lenders received no later than October 31, 2002, may permanently reduce the amount of the Maximum Revolver Amount in integral multiples of $10,000,000; provided, that (i) after giving effect to such reduction, the Maximum Revolver Amount shall not be less than $75,000,000, (ii) the Aggregate Revolver Outstandings immediately prior to or concurrent with such permanent reduction shall not be greater than the lesser of the Borrowing Base or the Maximum Revolver Amount as so reduced and (iii) with respect to any LIBOR Rate Loans prepaid (or required to prepaid, payment of the amounts due under Section 4.4, if any. Such reduction shall be prepaid) After September 27effective January 1, 2003 but on or prior to September 27, 2004 2.0% of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans and no early termination fees shall be applied to the principal installments then remaining due in inverse order of maturityconnection with such reduction.

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen thirty (1530) days’ irrevocable written Business Days' notice to the Agent Co-Agents and the Lenders, upon (ia) the payment in full of all outstanding Loans, together with accrued interest thereon, the cancellation or payment of all obligations with respect to any outstanding Vendor Inventory Financing, and the cancellation and return of all outstanding Letters of Credit, (iib) the payment of the prepayment early termination fee set forth in clause the next sentence, (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) . If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Administrative Agent, for the account of the Co-Agents and the Lenders, a prepayment an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION OCCURS EARLY TERMINATION FEE ------------------- --------------------- On or prior to September 27, 2003 3.0% the two percent (2%) of the principal amount Average Facility Usage first Anniversary Date during the 180 days (or lesser period if within 180 days of the Loans prepaid Closing Date) prior to the date of termination. After the first one percent (or required to be prepaid1%) After September 27, 2003 of the Average Facility Usage Anniversary Date but on or during the 180 days prior to September 27, 2004 2.0% the date of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturity.second termination. Anniversary Date

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit, (iib) the payment of the prepayment early termination fee set forth in clause (c) below, (iiic) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ivd) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occurdue under SECTION 4.4, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) if any. If this Agreement is terminated at any time prior to the Stated Termination first anniversary of the Closing Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls dueSECTION 9.2, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with an amount equal to one-quarter of one percent (.250%) of the following table: On or Commitments. (b) In addition to the ability of the Borrower to terminate this Agreement pursuant to SECTION 3.2(a) above, the Borrower may, upon notice to the Agent, from time to time permanently reduce Total Facility and the aggregate Commitments to an amount not less than $40,000,000; PROVIDED that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to September 27, 2003 3.0% the date of the principal proposed reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; and (iii) the Borrower shall not reduce the Total Facility or the aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the outstanding amount of all Revolving Loans prepaid (or required to be prepaid) After September 27, 2003 but on or prior to September 27, 2004 2.0% and outstanding Letters of Credit would exceed the aggregate Commitments. The Agent will promptly notify the Lenders of any such notice of reduction of the principal amount Total Facility and the aggregate Commitments. Any reduction of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans aggregate Commitments shall be applied to the principal installments then remaining in inverse order Commitment of maturityeach Lender according to its Pro Rata Share. Any Unused Line Fees accrued until the effective date of any reduction of the Total Facility and the aggregate Commitments shall be paid on the effective date of such reduction.

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen thirty (1530) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation of all outstanding Letters of Credit, (iib) the prepayment in full of the Term Loans, the Capital Expenditure Loans and the advances under the Acquisition Line, together with accrued interest thereon, (c) the payment of the prepayment early termination fee set forth in clause (c) belowthe next sentence, (iiid) the payment in full in cash of all other Obligations together with accrued interest thereon, and (ive) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) . If this Agreement is terminated at any time prior to the Stated Termination DateMarch 1, 2001, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment Lenders an early termination fee determined in accordance with (the following table: On or "Early Termination Fee") equal to (a) $465,000 if the termination occurs prior to September 27March 1, 2003 3.0% 2000, or (b) $232,500 if the termination takes place on or before March 1, 2001. If termination occurs after March 1, 2001 there shall be no Early Termination Fee. The Early Termination Fee shall be fully earned by the Lenders upon such termination and non-refundable. Notwithstanding the foregoing, there shall not be an Early Termination Fee due if upon a termination pursuant to this Section 4.2 and repayment and satisfaction of the principal amount Obligations (including, without limitation, those with respect to Letters of Credit) as set forth above are made solely as a result of (x) a replacement credit facility extended by BABC, its successors, assigns and/or its Affiliates to the Borrower and/or Centrum, or (y) a substantially simultaneous public offering of Centrum's common stock and/or or a substantially simultaneous offering of unsecured long-term debt, the placement of which is arranged by BABC, its successors, assigns and/or its Affiliates, with net proceeds to the Borrower, directly or indirectly through Centrum, which net proceeds are sufficient and in fact are used to repay and satisfy all of the Loans prepaid Obligations (or required including, without limitation, those with respect to be prepaid) After September 27, 2003 but on or prior to September 27, 2004 2.0% Letters of the principal amount of the Loans prepaid (or required to be prepaid) After September 27, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaidCredit) (d) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturity.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen ten (1510) daysBusiness Days’ irrevocable written notice to the Administrative Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit, (iib) the prepayment in full of the Term Loans, together with accrued and unpaid interest thereon, (c) the payment of the prepayment fee early termination fees set forth in clause (c) below, (iiid) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ive) with respect to any LIBOR Rate Revolving Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in due under Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur4.4, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) if any. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due9.2, the Borrower Borrowers, jointly and severally, shall pay to the Administrative Agent, for the account of the Revolving Lenders, a prepayment an early termination fee determined in accordance with the following table: On or prior to September 27, 2003 3.0the first Anniversary Date 3.00% of the principal amount of Maximum Revolver Amount After the Loans prepaid (or required to be prepaid) After September 27, 2003 first Anniversary Date but on or prior to September 27, 2004 2.0the second Anniversary Date 1.00% of the principal amount Maximum Revolver Amount After the second Anniversary Date but prior to the Stated Termination Date 0.00% of the Loans prepaid (or required to be prepaid) After September 27Maximum Revolver Amount Notwithstanding the foregoing, 2004 but if this Agreement is terminated on or prior to September 27the Stated Termination Date and the Borrowers refinance the Obligations (other than the Term Loans) outstanding under this Agreement immediately prior to such termination with a credit facility agented or provided by the Bank or another Revolving Lender, 2005 1.0% of the principal Borrowers shall not be required to pay an early termination fee under this Section 3.2 to those Revolving Lenders that are lenders under such new credit facility and the amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans early termination fee otherwise payable under this Section 3.2 shall be applied to reduced by the principal installments then remaining in inverse order Pro Rata Share of maturitysuch Revolving Lenders.

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen thirty (1530) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation of all outstanding Letters of Credit, (iib) the payment of the prepayment early termination fee set forth in clause the next sentence, (c) below, (iii) the payment in full in cash of all other Obligations together with accrued interest thereon, and (ivd) with respect to any LIBOR Rate Revolving Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) 5.5. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the LendersLenders in accordance with each Lender's Pro Rata Share, a prepayment an early termination fee determined in accordance with the following table: Period during which Early early termination Termination occurs Fee On or prior to September 27, 2003 3.0% of the principal amount of $750,000 First Anniversary Date After the Loans prepaid (or required to be prepaid) After September 27, 2003 First $500,000 Anniversary Date but on or prior to September 27, 2004 2.0% of the principal amount of Second Anniversary Date After the Loans prepaid (or required to be prepaid) After September 27, 2004 Second $250,000 Anniversary Date but on or prior before the Third Anniversary Date Notwithstanding the foregoing, in the event that all Obligations under this Agreement are refinanced pursuant to September 27a credit facility agented by Bank of America or any of its Affiliates after the first Anniversary Date, 2005 1.0% then (a) the above referenced applicable termination fee shall be reduced by one-third, and (b) the termination fee, as so reduced, shall be payable to the Lenders other than BABC. If at such time BABC does not then hold at least one-third of the principal amount Commitments, then assignees of BABC which purchased Commitments from BABC at such time as BABC no longer held at least one-third of the Loans prepaid (Commitments or required to be prepaid) (d) All partial prepayments which purchase resulted in BABC holding less than one-third of the Loans shall be applied Commitments (but only to the principal installments extent of such assignment reducing BABC's Commitments below one-third of the Commitments) shall not share in the termination fee. In addition, in the event that all Obligations under this Agreement are refinanced pursuant to a credit facility agented or participated in by NationsBank or any of its Affiliates after the first Anniversary Date, then remaining in inverse order NationsBank shall waive any portion of maturitythe termination fee otherwise payable to NationsBank.

Termination of Facility. (a) Effective from and after the Closing Date, the The Borrower may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the Lenders, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit, (b) the prepayment in full of the Term Loans, together with accrued interest thereon, (iic) the payment of the prepayment early termination fee set forth in clause (c) belowthe next sentence, (iiid) the payment in full in cash of all other outstanding monetary Obligations together with accrued interest thereon, if any, and (ive) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Interest Period applicable thereto, the payment of the amounts described in Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) . If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due, the Borrower shall pay to the Agent, for the account of the Lenders, a prepayment an early termination fee determined in accordance with the following table: Period during which early termination occurs Early Termination Fee ------------------ --------------------- On or prior to September 27, 2003 3.0% of the principal amount of first Anniversary Date $800,000 After the Loans prepaid (or required to be prepaid) After September 27, 2003 first Anniversary Date but on or prior to September 27, 2004 2.0% $400,000 the third Anniversary Date $0 After the third Anniversary Date $0 ; provided that in the event that (i) the Borrower terminates this Agreement because the Lenders were unwilling to modify this Agreement to reflect a borrower hereunder which would be the survivor of the principal amount merger of the Loans prepaid Borrower with Xxxxx (or required and which modified Agreement would otherwise have substantially the same terms as in this Agreement), (ii) such merger is consummated on the date of such termination and (iii) the Agent is provided evidence reasonably acceptable to be prepaid) After September 27it of such merger, 2004 but on or prior to September 27, 2005 1.0% of the principal amount of the Loans prepaid (or required to be prepaid) (d) All partial prepayments of the Loans then no early termination fee shall be applied to the principal installments then remaining in inverse order of maturitypayable hereunder.

Termination of Facility. (a) Effective from and after the Closing Date, the Borrower The Borrowers may terminate this Agreement upon at least fifteen ten (1510) days’ irrevocable written Business Days' notice to the Agent and the LendersLender, upon (ia) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation and return of all outstanding Letters of Credit or the delivery of a back-to-back letter of credit in accordance with Section 1.3(g), (iib) the payment prepayment of the prepayment early termination fee set forth in clause (c) below, (iiic) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued interest thereonObligations, and (ivd) with respect to any LIBOR Rate Revolving Loans prepaid in connection with such termination prior to the expiration date of the LIBOR Period applicable theretoprepaid, the payment of the amounts described in due under Section 5.4. (b) The Borrower may prepay the outstanding principal amount of the Loans in part upon at least five (5) Business Days’ irrevocable written notice to the Agent and the Lenders specifying the principal amount of such prepayment and the Business Day on which such prepayment shall occur4.4, upon (i) the payment of the prepayment fee set forth in clause (c) below, (ii) the payment of all accrued but unpaid interest in respect of the principal amount of the Loans prepaid and (iii) with respect to any LIBOR Rate Loans prepaid prior to the expiration date of the LIBOR Period applicable thereto, the payment of the amounts described in Section 5.4. (c) if any. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 11.2, or if the Borrower prepays for any reason (whether voluntarily, pursuant to Section 4.8 or otherwise) any of the outstanding principal amount of the Loans prior to the scheduled date on which such principal amount falls due9.2, the Borrower Borrowers shall pay to the Agent, for the account of the Lenders, a prepayment Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION OCCURS FEE ----------------- ----------------- On or prior to September 27, 2003 3.0the first Anniversary 2.0% of the principal amount of Total Facility Date After the Loans prepaid (or required to be prepaid) After September 27, 2003 first Anniversary Date but on or prior to September 27, 2004 2.0the Termination Date 0.5% of the principal amount Total Facility Notwithstanding the foregoing, in the event that the Borrowers refinance the Total Facility after the first Anniversary Date with a credit facility provided by another lending department of the Loans prepaid (or required Bank, the early termination fee shall not apply. The early termination fee shall be reduced to be prepaid) After September 271% of the Total Facility if, 2004 but on or prior to September 27the first Anniversary Date, 2005 1.0% (i) all amounts due hereunder are paid in full as a result of a sale or merger of the principal amount of Borrowers or their Subsidiaries to which the Loans prepaid Lender does not provide its consent under Section 7.9, (or required to be prepaidii) the Borrowers have complied with Section 1.3(g) , and (diii) All partial prepayments of the Loans shall be applied to the principal installments then remaining in inverse order of maturitythis Credit Agreement has been terminated.