Common use of Termination of Facility Clause in Contracts

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the Lender, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g), (b) the payment of the early termination fee set forth below, and (c) the payment in full in cash of all reimbursable expenses and other Obligations, including amounts required to be paid pursuant to Section 4.3. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.2, the Borrowers shall pay to the Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- On or prior to the first Anniversary 1.5% of the Total Facility Date After the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, in the event the Borrowers refinance the Total Facility with a credit facility provided by the Lender, the early termination fee shall not be due or payable.

Termination of Facility. The Borrowers Borrower may terminate this Agreement upon at least ten thirty (1030) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(d) with respect to any LIBOR Revolving Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to described in Section 4.35.5. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.211.2, the Borrowers Borrower shall pay to the Lender Agent, for the account of the Lenders in accordance with each Lender's Pro Rata Share, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which Early early termination Termination occurs Fee On or prior to the first $750,000 First Anniversary 1.5% of the Total Facility Date After the first First $500,000 Anniversary Date but 1.0% of the Total Facility on or prior to the second Second Anniversary Date After the second Second $250,000 Anniversary Date 0.0% of but on or before the Total Facility but prior to the Stated Termination Third Anniversary Date Notwithstanding the foregoing, in the event the Borrowers refinance the Total Facility with that all Obligations under this Agreement are refinanced pursuant to a credit facility provided agented by Bank of America or any of its Affiliates after the Lenderfirst Anniversary Date, then (a) the early 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 be due then hold at least one-third of the Commitments, then assignees of BABC which purchased Commitments from BABC at such time as BABC no longer held at least one-third of the Commitments or payablewhich purchase resulted in BABC holding less than one-third of the Commitments (but only to the 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 NationsBank shall waive any portion of the termination fee otherwise payable to NationsBank.

Termination of Facility. The Borrowers Parent may terminate this Agreement upon at least ten thirty (1030) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of all reimbursable expenses other Obligations together with accrued and other Obligationsunpaid interest thereon, including and (d) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, the payment of the amounts required to be paid pursuant to described in Section 4.35.4. If this Agreement is terminated at any time prior to the Stated Termination Second Anniversary Date, whether pursuant to this Section or pursuant to Section 10.211.2, the Borrowers shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which early termination Early Termination occurs Fee On or prior to the first Anniversary 1.5second 1.0% of the Total Facility average Loans and Letters of Credit Anniversary Date After outstanding during the 180 days (or lesser period if within 180 days of the Closing Date) prior to the date of termination provided, however, that the early termination fee described in this Section 4.2 shall not be payable in the event that: (i) at any time after the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, in the event the Borrowers refinance terminate this Agreement and pay all Obligations utilizing either the Total Facility with proceeds of a credit facility provided agented by the LenderBank or any of its Affiliates or the proceeds of a debt or equity issuance that is arranged by the Bank or any of the Bank's Affiliates; or (ii) such termination occurs within 60 days of the exercise by the Agent of its discretion to institute a reserve against Availability of a type not already specified, the early termination fee shall not be due or payableto make ineligible any category of previously Eligible Accounts or Eligible Inventory, which in any such case results in Availability being less than $0.

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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 oror issuance of a supporting letter of credit, with in form and substance acceptable to the Lender's consent, Agent and the posting of Cash Collateral or Supporting Letters Letter of Credit with respect thereto Issuer in accordance with their sole discretion, pursuant to Section 1.3(g), (b) the payment of the early termination fee set forth below, and (c) the payment in full in cash immediately available funds of all reimbursable expenses and other Obligations, including and (d) with respect to any LIBOR Rate Loans prepaid, payment of the amounts required to be paid pursuant to due under Section 4.34.4, 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 10.2, the Borrowers shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which Early Termination early termination occurs Fee ----------------------------------------- ------------------------- On or prior to the first Anniversary 1.5Date 1% of the Total Facility Date After the first Anniversary Date but 1.0on 0.75% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0but 0.50% of the Total Facility but 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 the event the Borrowers refinance the Total Facility with a credit facility provided by the Lenderintegral multiples of $10,000,000; provided, that (i) after giving effect to such reduction, the early termination fee 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, payment of the amounts due or payableunder Section 4.4, if any. Such reduction shall be effective January 1, 2003 and no early termination fees shall be due in connection with such reduction.

Termination of Facility. The Borrowers Effective from and after the Loan Availability Date, the Borrower may terminate this Agreement upon at least ten fifteen (1015) Business Days' ’ notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(d) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to described in Section 4.35.4. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.211.2, the Borrowers Borrower shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which early termination occurs Early Termination Fee On or prior to the first Anniversary Date 1.5% of the Total Facility Date Maximum Revolver Amount. After the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date 1.0% of the Maximum Revolver Amount; provided, however, that in the event this Agreement is terminated after the first Anniversary Date in connection with a refinancing hereof by a credit facility agented by any unit or division of the Bank, no early termination fee shall be charged. After the second Anniversary Date 0.0% of the Total Facility but sixty (60) days prior to the Stated Termination Date Notwithstanding 0.5% of the foregoingMaximum Revolver Amount; provided, however, that in the event this Agreement is terminated after the Borrowers refinance the Total Facility first Anniversary Date in connection with a refinancing hereof by a credit facility provided agented by any unit or division of the LenderBank, the no early termination fee shall not be due or payablecharged.

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the Lender, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the prepayment in full of the Term Loan, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee set forth below, and (cd) the payment in full in cash of all reimbursable expenses and other Obligations, including and (e) with respect to any LIBOR Rate Loans prepaid, payment of the amounts required to be paid pursuant to Section 4.3due under SECTION 4.4, if any. In addition, the Borrowers may prepay the 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 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 10.2SECTION 9.2, the Borrowers shall pay to the Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION OCCURS EARLY TERMINATION FEE OCCURS ------------------- ----------------- ----------------------------------------------------- ------------------------- On or prior to the first Anniversary 1.5Date 2% of the Total Facility Date After the first Anniversary Date but 1.0on or prior 1% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, no Early Termination Fee shall be payable in the event all Loans are paid in full and all other Obligations are satisfied in full after the Borrowers refinance the Total Facility first Anniversary Date with a credit facility provided debt or equity arranged, or exclusively provided, by the Lender, the early termination fee shall not be due or payableBank.

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' prior written notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of the Term Loans and all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(d) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to Section 4.3described in SECTION 5.4. If this Agreement is terminated at any time prior to the Stated Termination first Anniversary Date, whether pursuant to this Section or pursuant to Section 10.2SECTION 11.2, the Borrowers shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with equal to three (3%) of the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- On or sum of the average outstanding principal balance of the Revolving Loans during the thirty (30) days prior to such prepayment and the principal balance of Term Loans, if prepaid prior to the first Anniversary 1.5% Date; two (2%) of the Total Facility Date After foregoing sum, if prepaid on or after the first Anniversary Date but 1.0% of the Total Facility on or and prior to the second Anniversary Date After Date, and one percent (1%) of the second foregoing sum, if prepaid on or after the Second Anniversary Date 0.0% of the Total Facility but and prior to the Stated Termination Date Notwithstanding the foregoingJanuary 1, in the event the Borrowers refinance the Total Facility with a credit facility 1999; provided by the Lender, the that no early termination fee shall not be due payable if the Revolving Credit Loans are refinanced by Bank of America N.T. & S.A. or payableany of its Affiliates (other than BABC). Other than in connection with the prepayment in full of all of the Obligations, either Borrower may voluntarily prepay the Term Loan made to it, in whole or in part, without premium or penalty from sources other than (i) Revolving Loan advances or (ii) Operating Cash Flow. Furthermore, upon at least ten days' prior written notice to Agent, Borrowers may reduce the Revolving Loan Commitment by $5,000,000 (ratably between Availability-Consumer and Availability-WOC) without premium or penalty at any time on or after the first Anniversary Date. All mandatory prepayments made pursuant to Section 4.8 shall be made without premium or penalty.

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' ’ notice to the LenderAdministrative Agent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the prepayment in full of the Term Loans, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee fees set forth below, and (cd) the payment in full in cash of all reimbursable expenses and other Obligations, including and (e) with respect to any LIBOR Rate Revolving Loans prepaid, payment of the amounts required to be paid pursuant to due under Section 4.34.4, 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 10.29.2, the Borrowers Borrowers, jointly and severally, shall pay to the Lender Administrative Agent, for the account of the Revolving Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which early termination occurs Early Termination Fee On or prior to the first Anniversary 1.5Date 3.00% of the Total Facility Date Maximum Revolver Amount After the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date 1.00% of the Maximum Revolver Amount After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date 0.00% of the Maximum Revolver Amount Notwithstanding the foregoing, in if this Agreement is terminated on or prior to the event Stated Termination Date and the Borrowers refinance the Total Facility 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, the 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 early termination fee otherwise payable under this Section 3.2 shall not be due or payablereduced by the Pro Rata Share of such Revolving Lenders.

Termination of Facility. The Borrowers Borrower may terminate this Agreement upon at least ten thirty (1030) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) 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 early termination fee set forth belowin the next sentence, and (cd) the payment in full in cash of all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(e) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to described in Section 4.35.4. 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 10.211.2, the Borrowers Borrower shall pay to the Lender Agent, for the account of the Lenders an early termination fee determined in accordance with (the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- On or "Early Termination Fee") equal to (a) $465,000 if the termination occurs prior to March 1, 2000, or (b) $232,500 if the first Anniversary 1.5% of the Total Facility Date After the first Anniversary Date but 1.0% of the Total Facility termination takes place on or prior to 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 second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Lenders upon such termination and non-refundable. Notwithstanding the foregoing, in the event the Borrowers refinance the Total Facility with a credit facility provided by the Lender, the early termination fee 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 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 payable(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 Obligations (including, without limitation, those with respect to Letters of Credit).

Termination of Facility. The Borrowers Borrower may terminate this Agreement upon at least ten thirty (1030) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Facility Repayment, (b) the payment of the early termination fee set forth below, and (c) with respect to any LIBOR Rate Loans prepaid, payment of the payment in full in cash amounts due under Section 4.4, if any. As an alternative to the cancellation and return of all reimbursable expenses outstanding Letters of Credit as contemplated by the immediately preceding clause (a), the Borrower may, if acceptable to the Agent and other Obligationseach Letter of Credit Issuer, including amounts required (x) deposit with each Letter of Credit Issuer cash in an amount equal to the maximum undrawn amount of all such Letters of Credit issued by each such Letter of Credit Issuer to be paid pursuant held as cash collateral to Section 4.3reimburse such Letter of Credit Issuer in respect of drawings under such Letters of Credit or (y) deposit with each Letter of Credit Issuer a Supporting Letter of Credit in an amount equal to the greatest amount for which all outstanding Letters of Credit issued by such Letter of Credit Issuer may be drawn. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.29.2, the Borrowers Borrower shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- Period during which early termination occurs Early Termination Fee On or prior to the first Anniversary 1.5Date .50% of the Total Facility Date After the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date .25% of the Total Facility After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoingNone. ; provided, however, if this Agreement is terminated in the event the Borrowers refinance connection with a refinancing of the Total Facility with a credit facility provided arranged by the LenderBank of America or an Affiliate of Bank of America, the such early termination fee shall be deemed to be zero and will not be due or payable.

Termination of Facility. The Borrowers may terminate this Agreement ----------------------- upon at least ten thirty (1030) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(d) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to described in Section 4.35.4. ----------- If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.211.2, ------------ the Borrowers shall pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION TERMINATION OCCURS FEE OCCURS ------------------- ----------------- ----------------------------- -------------------- On or prior to the first Anniversary 1.52% of the Total Facility 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 Anniversary Date but 1.0% and Letters of the Total Facility Credit on or prior to the second Anniversary Date After outstanding during the second Anniversary Date 0.0% of the Total Facility but 180 days prior to the Stated Termination Date Notwithstanding date of termination. provided, however, that if, after the foregoingfirst Anniversary Date, in Borrowers elect to prepay the event the Loans from a facility agented by Bank of America or any of its Affiliates or successors, then Borrowers refinance the Total Facility with a credit facility provided by the Lender, the may prepay all Obligations without any early termination fee shall not be due or payablefee.

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the LenderAgent and the Lenders, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth below, and (c) the payment in full in cash of all reimbursable expenses and other Obligations, including and (d) with respect to any LIBOR Rate Loans prepaid, payment of the amounts required to be paid pursuant to due under Section 4.34.4, 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 10.29.2, the Borrowers shall jointly and severally pay to the Lender Agent, for the account of the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION FEE OCCURS ------------------- ----------------- On or prior to the first Anniversary 1.5% , provided, however, payment of the Total Facility Date After the first Anniversary Date but 1.0% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, early termination fee shall not be required in the event that the Borrowers refinance the Total Facility with a credit facility provided arranged or syndicated by the Lender, Bank: -------------------------------------------------------------------------------- Period During Which Early Termination Early Termination Fee Occurs -------------------------------------------------------------------------------- On or prior to the early termination fee shall not be due first Anniversary Date 1.0% of the Maximum Revolver Amount -------------------------------------------------------------------------------- After the first Anniversary Date but on 0.50% of the Maximum or payable.prior to the second Anniversary Date Revolver Amount -------------------------------------------------------------------------------- After the second Anniversary Date but 0.25% of the Maximum prior to the Stated Termination Date Revolver Amount --------------------------------------------------------------------------------

Termination of Facility. The Borrowers Borrower may terminate this Agreement upon at least ten thirty (1030) Business Days' notice to the LenderCo-Agents and the Lenders, upon (a) the payment in full of all outstanding Revolving 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 or, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the payment of the early termination fee set forth belowin the next sentence, and (c) the payment in full in cash of all reimbursable expenses other Obligations together with accrued interest thereon, and other Obligations(d) with respect to any LIBOR Rate Loans prepaid in connection with such termination prior to the expiration date of the Interest Period applicable thereto, including the payment of the amounts required to be paid pursuant to described in Section 4.35.4. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 10.211.2, the Borrowers Borrower shall pay to the Lender Administrative Agent, for the account of the Co-Agents and the Lenders, an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION OCCURS EARLY TERMINATION FEE OCCURS ------------------- ----------------- --------------------- On or prior to the two percent (2%) of the Average Facility Usage first Anniversary 1.5% Date during the 180 days (or lesser period if within 180 days of the Total Facility Date Closing Date) prior to the date of termination. After the first one percent (1%) of the Average Facility Usage Anniversary Date but 1.0% of the Total Facility on or during the 180 days prior to the date of prior to the second termination. Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, in the event the Borrowers refinance the Total Facility with a credit facility provided by the Lender, the early termination fee shall not be due or payable.Date

Termination of Facility. The Borrowers may terminate this Agreement upon at least ten (10) Business Days' notice to the Lender, upon (a) 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, with or the Lender's consent, the posting delivery of Cash Collateral or Supporting Letters a back-to-back letter of Credit with respect thereto credit in accordance with Section 1.3(g), (b) the payment prepayment of the early termination fee set forth below, and (c) the payment in full in cash of all reimbursable expenses and other Obligations, including and (d) with respect to any LIBOR Revolving Loans prepaid, payment of the amounts required to be paid pursuant to due under Section 4.34.4, 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 10.29.2, the Borrowers shall pay to the Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION OCCURS FEE OCCURS ------------------- ----------------- ----------------- On or prior to the first Anniversary 1.52.0% of the Total Facility Date After the first Anniversary Date but 1.0on or prior to the Termination Date 0.5% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date 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 LenderBank, the early termination fee shall not apply. The early termination fee shall be reduced to 1% of the Total Facility if, on or prior to the first Anniversary Date, (i) all amounts due hereunder are paid in full as a result of a sale or payablemerger of the Borrowers or their Subsidiaries to which the Lender does not provide its consent under Section 7.9, (ii) the Borrowers have complied with Section 1.3(g), and (iii) this Credit Agreement has been terminated.

Termination of Facility. The Borrowers Borrower may terminate this Agreement upon at least ten (10) Business Days' notice to the Lender, upon (a) 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, with the Lender's consent, the posting of Cash Collateral or Supporting Letters of Credit with respect thereto in accordance with Section 1.3(g)Credit, (b) the prepayment in full of the Term Loan, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee set forth below, and (cd) the payment in full in cash of all reimbursable expenses and other Obligations, including and (e) with respect to any LIBOR Rate Loans prepaid, payment of the amounts required to be paid pursuant to due under Section 4.34.4, if any. In addition, the Borrower may prepay the 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 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 10.2SECTION 9.2, the Borrowers Borrower shall pay to the Lender an early termination fee determined in accordance with the following table: PERIOD DURING WHICH EARLY TERMINATION EARLY TERMINATION OCCURS FEE OCCURS ------------------- ----------------- ------------------------------------------- ----------------------------- On or prior to the first Anniversary 1.5Date 2% of the Total Facility Date After the first Anniversary Date but 1.0on or 1% of the Total Facility on or prior to the second Anniversary Date After the second Anniversary Date 0.0% of the Total Facility but prior to the Stated Termination Date Notwithstanding the foregoing, no Early Termination Fee shall be payable in the event all Loans are paid in full and all other Obligations are satisfied in full after the Borrowers refinance the Total Facility first Anniversary Date with a credit facility provided debt or equity arranged, or exclusively provided, by the Lender, the early termination fee shall not be due or payableBank.