ALL LETTER OF CREDIT OBLIGATIONS OUTSTANDING AT SUCH TIME
EXCEEDS THE LESSER OF THE BORROWING BASE THEN IN EFFECT AND THE NET TOTAL
REVOLVING CREDIT COMMITMENTS THEN IN EFFECT, IN THE AMOUNT OF SUCH EXCESS,
PROVIDED THAT (I) NO SUCH PAYMENT SHALL BE REQUIRED PURSUANT TO THE FOREGOING
CLAUSE AS A RESULT OF A BORROWING BASE DEFICIENCY DURING AN AGENT ADVANCE PERIOD
(ALTHOUGH TO THE EXTENT THE AMOUNT OF REVOLVING OUTSTANDINGS EXCEEDS THE AMOUNT
PERMITTED TO BE OUTSTANDING PURSUANT TO THE SENIOR UNSECURED NOTES INDENTURE OR
THE SENIOR SECURED NOTES INDENTURE OR TO THE EXTENT THERE EXISTS AN EXCESS OVER
THE NET TOTAL REVOLVING CREDIT COMMITMENTS THEN IN EFFECT, EACH SUCH PAYMENT
SHALL BE REQUIRED TO BE MADE IMMEDIATELY AND WHETHER OR NOT AN AGENT ADVANCE
PERIOD IS IN EXISTENCE), (II) IF THE THEN AGGREGATE OUTSTANDING PRINCIPAL AMOUNT
OF REVOLVING LOANS IS LESS THAN SUCH EXCESS (IT BEING UNDERSTOOD AND AGREED THAT
SUCH EXCESS SHALL BE CALCULATED AFTER GIVING EFFECT TO THE FOREGOING
CLAUSE (I)), LETTERS OF CREDIT WILL BE REQUIRED TO BE CASH COLLATERALIZED (TO
THE SATISFACTION OF THE COLLATERAL AGENT) IN THE AMOUNT OF SUCH DIFFERENCE AND
(III) IF THE SUM OF THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF REVOLVING
LOANS AND THE CASH COLLATERALIZED LETTERS OF CREDIT IS LESS THAN SUCH EXCESS,
TERM LOANS WILL BE REQUIRED TO BE REPAID IN THE AMOUNT OF SUCH DIFFERENCE.
(E)
TERMINATION AND REDUCTIONS OF COMMITMENTS.
(I)
THE TOTAL COMMITMENTS (AND THE COMMITMENT OF EACH LENDER) SHALL
TERMINATE ON JULY 15, 2005, UNLESS THE INITIAL BORROWING DATE SHALL HAVE
OCCURRED ON OR BEFORE SUCH DATE.
(II)
[INTENTIONALLY OMITTED].
(III)
[INTENTIONALLY OMITTED].
(IV)
ON THE EARLIER OF (X) THE MATURITY DATE AND (Y) UNLESS THE
REQUIRED LENDERS OTHERWISE CONSENT IN WRITING, THE DATE ON WHICH A CHANGE OF
CONTROL OCCURS, THE TOTAL REVOLVING CREDIT COMMITMENTS (AND THE REVOLVING CREDIT
COMMITMENT OF EACH REVOLVING CREDIT LENDER) SHALL TERMINATE.
(V)
ON EACH DATE UPON WHICH A MANDATORY REPAYMENT OF TERM LOANS
PURSUANT TO SECTION 2.5(I), (J), (K) OR (L) IS REQUIRED (AND EXCEEDS IN AMOUNT
THE AGGREGATE PRINCIPAL AMOUNT OF TERM LOANS THEN OUTSTANDING) OR WOULD BE
REQUIRED IF TERM LOANS WERE THEN OUTSTANDING, THE TOTAL REVOLVING CREDIT
COMMITMENTS SHALL BE PERMANENTLY REDUCED BY THE AMOUNT, IF ANY, BY WHICH THE
AMOUNT REQUIRED TO BE APPLIED PURSUANT TO SAID SECTIONS (DETERMINED AS IF AN
UNLIMITED AMOUNT OF TERM LOANS WERE ACTUALLY OUTSTANDING) EXCEEDS THE AGGREGATE
PRINCIPAL AMOUNT OF TERM LOANS THEN OUTSTANDING.
(F)
VOLUNTARY PREPAYMENT OF REVOLVING LOANS.
IN ADDITION TO THE
TRANSFERS AND DISTRIBUTIONS OF FUNDS REQUIRED PURSUANT TO SECTION 2.6, THE
BORROWER SHALL HAVE THE RIGHT TO PREPAY THE REVOLVING LOANS, WITHOUT PREMIUM OR
PENALTY, IN WHOLE OR IN PART AT ANY TIME AND FROM TIME TO TIME ON THE FOLLOWING
TERMS AND CONDITIONS:
(I) THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT
PRIOR TO 12:00 NOON (NEW YORK CITY TIME) (X) AT LEAST ONE BUSINESS DAY'S PRIOR
WRITTEN NOTICE (OR TELEPHONIC NOTICE PROMPTLY CONFIRMED IN WRITING) OF ITS
INTENT TO PREPAY
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