HEDGING
AGREEMENT.
SECTION 2.6
Adjustment of the Aggregate Commitment.
(A)
VOLUNTARY REDUCTION.
THE BORROWERS SHALL HAVE THE RIGHT AT ANY
TIME AND FROM TIME TO TIME, UPON AT LEAST FIVE (5) BUSINESS DAYS PRIOR WRITTEN
NOTICE TO THE ADMINISTRATIVE AGENT, TO PERMANENTLY REDUCE, WITHOUT PREMIUM OR
PENALTY, (I) THE ENTIRE AGGREGATE COMMITMENT AT ANY TIME OR (II) PORTIONS OF THE
AGGREGATE COMMITMENT, FROM TIME TO TIME, IN AN AGGREGATE PRINCIPAL AMOUNT NOT
LESS THAN $3,000,000 OR ANY WHOLE MULTIPLE OF $1,000,000 IN EXCESS THEREOF.
ANY
REDUCTION OF THE AGGREGATE COMMITMENT SHALL BE APPLIED TO THE REVOLVING CREDIT
COMMITMENT OF EACH LENDER ACCORDING TO ITS REVOLVING CREDIT COMMITMENT
PERCENTAGE.
ALL FACILITY FEES ACCRUED UNTIL THE EFFECTIVE DATE OF ANY
TERMINATION OF THE AGGREGATE COMMITMENT SHALL BE PAID ON THE EFFECTIVE DATE OF
SUCH TERMINATION.
(B)
CORRESPONDING PAYMENT.
EACH PERMANENT REDUCTION PERMITTED
PURSUANT TO THIS SECTION SHALL BE ACCOMPANIED BY A PAYMENT OF PRINCIPAL
SUFFICIENT TO REDUCE THE AGGREGATE OUTSTANDING REVOLVING CREDIT LOANS AND
SWINGLINE LOANS, AS APPLICABLE, AFTER SUCH REDUCTION TO THE AGGREGATE COMMITMENT
AS SO REDUCED.
ANY REDUCTION OF THE AGGREGATE COMMITMENT TO ZERO SHALL BE
ACCOMPANIED BY PAYMENT OF ALL OUTSTANDING REVOLVING CREDIT LOANS AND SWINGLINE
LOANS AND SHALL RESULT IN THE TERMINATION OF THE AGGREGATE COMMITMENT, THE
SWINGLINE COMMITMENT AND THE CREDIT FACILITY.
IF THE REDUCTION OF THE AGGREGATE
COMMITMENT REQUIRES THE REPAYMENT OF ANY LIBOR RATE LOAN, SUCH REPAYMENT SHALL
BE ACCOMPANIED BY ANY AMOUNT REQUIRED TO BE PAID PURSUANT TO SECTION 4.9 HEREOF.
SECTION 2.7
TERMINATION OF CREDIT FACILITY.
THE (A) REVOLVING CREDIT
FACILITY SHALL TERMINATE ON THE REVOLVING CREDIT MATURITY DATE AND (B) THE
SWINGLINE FACILITY SHALL TERMINATE ON THE SWINGLINE TERMINATION DATE.
SECTION 2.8
Optional Extension of the Maturity Date.
(A)
THE BORROWERS MAY, NOT MORE THAN NINETY (90) DAYS AND NOT LESS
THAN SIXTY (60) DAYS PRIOR TO THE REVOLVING CREDIT MATURITY DATE THEN IN EFFECT
(THE "CURRENT MATURITY DATE") AND PRIOR TO ANY EXERCISE OF THE TERM-OUT PURSUANT
TO SECTION 2.9, REQUEST THROUGH WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT
SUBSTANTIALLY IN THE FORM OF EXHIBIT F (THE "EXTENSION NOTICE"), THAT THE
LENDERS EXTEND THE CURRENT MATURITY DATE FOR AN ADDITIONAL THREE HUNDRED
SIXTY-FOUR (364) DAY PERIOD; PROVIDED, THAT IN NO EVENT SHALL THE REVOLVING
CREDIT MATURITY DATE BE EXTENDED BEYOND JANUARY 27, 2011.
THE ADMINISTRATIVE
AGENT SHALL PROMPTLY NOTIFY THE LENDERS OF SUCH EXTENSION NOTICE.
EACH LENDER,
ACTING IN ITS SOLE DISCRETION, SHALL, BY NOTICE TO THE ADMINISTRATIVE AGENT NO
LATER THAN TWENTY (20) DAYS FOLLOWING THE DATE SUCH EXTENSION NOTICE IS
DELIVERED TO THE ADMINISTRATIVE AGENT (SUCH DATE, THE "CONSENT DATE"), ADVISE
THE ADMINISTRATIVE AGENT IN WRITING OF ITS DESIRE TO EXTEND (ANY SUCH LENDER, A
"CONSENTING LENDER") OR NOT TO SO EXTEND (ANY SUCH LENDER, A "NON-CONSENTING
LENDER") THE CURRENT MATURITY DATE.
ANY LENDER THAT DOES NOT ADVISE THE
ADMINISTRATIVE AGENT BY THE CONSENT DATE SHALL BE DEEMED TO BE A NON-
23
CONSENTING LENDER.
NO LENDER SHALL BE UNDER ANY OBLIGATION OR COMMITMENT TO
EXTEND THE CURRENT MATURITY