THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 4.1
CONFORMED AS EXECUTED

THIRD AMENDMENT TO CREDIT AGREEMENT

          THIRD AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of March 13, 2009 among AMERISTAR CASINOS, INC., a Nevada corporation (the “ Borrower ”), the various lenders party to the Credit Agreement referred to below (the “ Lenders ”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (all capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement as defined below).

W I T N E S S E T H :

          WHEREAS, the Borrower, the Lenders, the Administrative Agent and the other agents party thereto are party to a Credit Agreement, dated as of November 10, 2005 (as amended, modified or supplemented through the date hereof, the “ Credit Agreement ”);

          WHEREAS, the Borrower has requested that the Lenders agree to certain amendments to the Credit Agreement; and

          WHEREAS, the Borrower and the Lenders wish to amend the Credit Agreement as provided herein;

          NOW, THEREFORE, it is agreed:

     I.  Amendments to the Credit Agreement

          1. Section 1.01(b) of the Credit Agreement is hereby restated in its entirety as follows:

     “(b)(I) Subject to and upon the terms and conditions set forth herein, each Lender with a Non-Extending Revolving Loan Commitment severally agrees, at any time and from time to time after the Third Amendment Effective Date and prior to the Non-Extending Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, a “Non-Extending Revolving Loan” and collectively, the “Non-Extending Revolving Loans”) to the Borrower, which Non-Extending Revolving Loans:

     (i) shall, at the option of the Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided, that except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all Non-Extending Revolving Loans comprising the same Borrowing shall at all times be of the same Type,

     (ii) may be repaid and reborrowed in accordance with the provisions hereof,

     (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which when added to the product of (x) such Lender’s Non-

Extending Revolving Loan Percentage and (y) the sum of (I) the Aggregate Non-Extending Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of (A) Extending Letter of Credit Outstandings and (B) Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at that time and (II) the Aggregate Non-Extending Percentage of the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Non-Extending Revolving Loan Commitment of such Lender at such time,

     (iv) shall not exceed for all Lenders with a Non-Extending Revolving Loan Commitment at any time outstanding the sum of the aggregate principal amount which, when added to (I) the Aggregate Non-Extending Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of (A) Extending Letter of Credit Outstandings and (B) Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at that time and (II) the Aggregate Non-Extending Percentage of the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Non-Extending Revolving Loan Commitment at such time and

     (v) shall not exceed for all Lenders at any time outstanding the sum of the aggregate principal amount which, when added to (I) the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (II) the aggregate amount of all Extending Revolving Loans outstanding and (III) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time.

     (II) Subject to and upon the terms and conditions set forth herein, each Lender with an Extending Revolving Loan Commitment severally agrees, at any time and from time to time after the Third Amendment Effective Date and prior to the Extending Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each, an “ Extending Revolving Loan ” and collectively, the “ Extending Revolving Loans ”) to the Borrower, which Extending Revolving Loans:

     (i) shall, at the option of the Borrower, be Base Rate Loans or, if incurred on or after the Eurodollar Loan Availability Date, Eurodollar Loans, provided , that except as otherwise specifically provided in Section 1.10(b), and subject to the option to convert such Loans pursuant to Section 1.06, all Extending Revolving Loans comprising the same Borrowing shall at all times be of the same Type,

     (ii) may be repaid and reborrowed in accordance with the provisions hereof,

     (iii) shall not exceed for any Lender at any time outstanding that aggregate principal amount which when added to the product of (x) such Lender’s Extending Revolving Loan Percentage and (y) the sum of (I) the Aggregate Extending Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of (A) Extending Letter of Credit Outstandings and (B) Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (II) the aggregate amount of all Extending Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Extending Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time and (III) the Aggregate Extending Percentage of the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Extending Revolving Loan Commitment of such Lender at such time,

     (iv) shall not exceed for all Lenders with an Extending Revolving Loan Commitment at any time outstanding the sum of (I) the Aggregate Extending Percentage of the aggregate amount of all Letter of Credit Outstandings (exclusive of (A) Extending Letter of Credit Outstandings and (B) Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, (II) the aggregate amount of all Extending Letter of Credit Outstandings (exclusive of Unpaid Drawings relating to Extending Letters of Credit which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding and (III) the Aggregate Extending Percentage of the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Extending Revolving Loan Commitment at such time and

     (v) shall not exceed for all Lenders at any time outstanding the sum of (I) the aggregate principal amount which, when added to the aggregate amount of all Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) at such time, (II) the aggregate amount of all Non-Extending Revolving Loans outstanding and (III) the aggregate principal amount of all Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Revolving Loans) then outstanding, equals the Total Revolving Loan Commitment at such time.”

          2. Section 1.01(c) of the Credit Agreement is hereby amended by deleting the text “Initial Borrowing Date” appearing in the first sentence thereof and inserting in lieu thereof the text “Third Amendment Effective Date” in the first sentence.

          3. Section 1.01(c)(iv) of the Credit Agreement is hereby restated in its entirety as follows:

     “(iv) shall not exceed in aggregate principal amount at any time outstanding, when combined with (x) the aggregate principal amount of all Revolving Loans then outstanding and (y) the amount of all Letter of Credit Outstandings at such time (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) , an amount equal to the Total Revolving Loan Commitment at such time (after giving effect to any reductions to the Total Revolving Loan Commitment on such date); and”

          4. Section 1.01(c) of the Credit Agreement is hereby further amended by inserting the text “(such arrangements, the “ Swingline Back-Stop Arrangements ”)” at the end of the penultimate sentence thereof.

          5. Section 1.01(d) of the Credit Agreement is hereby restated in its entirety as follows:

     “(d) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Lenders with Revolving Loan Commitments that its outstanding Swingline Loans shall be funded with a Borrowing of Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Section 10.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 10), in which case a Borrowing of Revolving Loans constituting Base Rate Loans (each such Borrowing, a “ Mandatory Borrowing ”) shall be made on the immediately succeeding Business Day from all Lenders with a Revolving Loan Commitment (without giving effect to any termination and/or reductions thereto pursuant to the last paragraph of Section 10) pro rata on the basis of their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10) and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such outstanding Swingline Loans. Each such Lender hereby irrevocably agrees to make Revolving Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender (i) notwithstanding that the amount of the Mandatory Borrowing may not comply with the minimum amount for Borrowings otherwise required hereunder, (ii) whether any conditions specified in Section 5 or 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) notwithstanding the date of such Mandatory Borrowing and (v) notwithstanding the amount of the Total Revolving Loan Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender with a Revolving Loan Commitment hereby agrees

that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) from the Swingline Lender such participations in the outstanding Swingline Loans as shall be necessary to cause such Lenders to share in such Swingline Loans ratably based upon their respective Revolving Loan Percentages (determined before giving effect to any termination of the Revolving Loan Commitments pursuant to the last paragraph of Section 10); provided, that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to (i) Non-Extending Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter in the case of participation relating to any Lender’s Non-Extending Revolving Loan Commitment and (ii) Extending Revolving Loans maintained as Base Rate Loans hereunder for each day thereafter in the case of participation relating to any Lender’s Extending Revolving Loan Commitment.”

          6. Section 1.03(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a)  Whenever the Borrower desires to make a Borrowing hereunder (excluding Borrowings of Swingline Loans and Mandatory Borrowings), it shall give the Administrative Agent at its Notice Office at least one Business Day’s prior written (or telephonic promptly confirmed in writing) notice of each Base Rate Loan and at least three Business Days’ prior written (or telephonic promptly confirmed in writing) notice of each Eurodollar Loan to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 Noon (New York time) on such day. Each such written notice or written confirmation of telephonic notice (each a “ Notice of Borrowing ”) shall be given by the Borrower in the form of Exhibit A, appropriately completed to specify the aggregate principal amount of the Loans to be made pursuant to such Borrowing, the date of such Borrowing (which shall be a Business Day), the Tranche of the Loans being made pursuant to such Borrowing (including whether such loans shall be Non-Extending Revolving Loans or Extending Revolving Loans) and whether the Loans being made pursuant to such Borrowing are to be initially maintained as Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the initial Interest Period to be applicable thereto. The Administrative Agent shall promptly give each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing, notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.”

          7. Section 1.05(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a)  The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall, if requested by such Lender, be evidenced (i) if Initial Term Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, an “Initial Term Note” and collectively, the “Initial Term Notes”), (ii) if Non-Extending Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity herewith (each, a “Non-Extending Revolving Note” and collectively, the “ Non-Extending Revolving Notes”), (iii) if Swingline Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-3, with blanks appropriately completed in conformity herewith (each, a “ Swingline Note ” and collectively, the “ Swingline Notes ”) and (iv) if Extending Revolving Loans, by a promissory note duly executed and delivered by the Borrower substantially in the form of Exhibit B-5, with blanks appropriately completed in conformity herewith (each, an “ Extending Revolving Note ” and collectively, the “ Extending Revolving Notes ”).”

          8. Section 1.05(c) of the Credit Agreement is hereby restated in its entirety as follows:

     “(c) The Non-Extending Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the Initial Borrowing Date (or, in the case of Non-Extending Revolving Notes issued after the Initial Borrowing Date, be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Non-Extending Revolving Loan Commitment of such Lender and be payable in the principal amount of the Non-Extending Revolving Loans evidenced thereby, (iv) mature on the Non-Extending Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.”

          9. Section 1.05 of the Credit Agreement is hereby further amended by inserting the following new clause (h) immediately following clause (g) thereof:

     “(h) The Extending Revolving Note issued to each Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated the date of issuance thereof), (iii) be in a stated principal amount equal to the Extending Revolving Loan Commitment of such Lender and be payable in the principal amount of the Extending Revolving Loans evidenced thereby, (iv) mature on the Extending Revolving Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 4.02 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.”

          10. Section 1.07 is hereby amended by (i) inserting “(a)” at the beginning thereof and (ii) inserting the following new clause (b) immediately following clause (a) thereof:

     “(b) Prior to the Non-Extending Revolving Loan Maturity Date, and subject to Section 1.15(c), all Borrowings of Revolving Loans under this Agreement shall be allocated between the Non-Extending Revolving Loans and the Extending Revolving Loans pro rata on the basis of the Aggregate Non-Extending Percentage and Aggregate Extending Percentage, provided that (i) any Borrowing, the proceeds of which are used, simultaneously at the time of such Borrowing, to repay Unpaid Drawings under an Extending Letter of Credit may be an incurrence solely of Extending Revolving Loans and (ii) to the extent the Total Extending Revolving Loan Commitment is fully drawn, Borrowings may be made on a non-pro rata basis as an incurrence of Non-Extending Revolving Loans.”

          11. Section 1.13 of the Credit Agreement is hereby restated in its entirety as follows:

     “1.13 Replacement of Lenders . (w) If any Lender becomes a Defaulting Lender or otherwise defaults in its obligations to make Loans or fund Unpaid Drawings, (x) if any Lender is incurring or is reasonably expected to incur costs which are or would be material in amount and are associated with a Gaming Authority’s investigation of whether or not such Lender is a Qualified Person, (y) upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 2.05 or Section 4.04 with respect to any Lender which results in such Lender charging to the Borrower increased costs materially greater than those being generally charged by the other Lenders, or (z) as provided in Section 13.12(b) in the case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right to either replace such Lender (the “ Replaced Lender ”) with one or more other Qualified Person or Persons, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the “ Replacement Lender ”) reasonably acceptable to the Administrative Agent or, at the option of the Borrowers, to replace only (a) the Revolving Loan Commitment (and outstandings pursuant thereto) of the Replaced Lender with an identical Revolving Loan Commitment (and outstandings pursuant thereto) provided by the Replacement Lender, or (b) in the case of a replacement as provided in Section 13.12(b) where the consent of the respective Lender is required with respect to less than all Tranches of its Loans or Commitments, the Commitments (and outstandings pursuant thereto) and/or outstanding Term Loans of such Lender in respect of each Tranche where the consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the respective Tranche provided by the Replacement Lender, provided that (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Lender shall enter into one or more Assignment and Assumption Agreements pursuant to Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of, and in each case participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount equal to all Unpaid Drawings that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time

and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to such Replaced Lender pursuant to Section 3.01 and (y) any Issuing Lender an amount equal to as applicable, such Replaced Lender’s Revolving Loan Percentage of any Unpaid Drawing not included in Extending Letter of Credit Outstandings or Extending Revolving Loan Percentage of any Unpaid Drawing included in Extending Letter of Credit Outstandings (in each case which at such time remains an Unpaid Drawing), to the extent such amount was not theretofore funded by such Replaced Lender and (z) the Swingline Lender an amount equal to such Replaced Lender’s Revolving Loan Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender; and (ii) all Obligations of the Borrower owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment and Assumption Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced Lender.”

          12. Section 1.14(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a) So long as no Default or Event of Default then exists or would result therefrom, the Borrower shall, in consultation with the Administrative Agent, have the right to request on one or more occasions on and after the Third Amendment Effective Date and prior to the Incremental Commitment Termination Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) provide Incremental Commitments under any Tranche of Term Loans and, subject to the terms and conditions contained in this Agreement, make Incremental Term Loans pursuant thereto, it being understood and agreed, however, that

     (i) no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement as provided in clause (b) of this Section 1.14, such Lender shall not be obligated to fund any Incremental Term Loans,

     (ii) any Lender (or, in the circumstances contemplated by clause (vii) below, any other Person which will qualify as a Qualified Person) may so provide an Incremental Commitment without the consent of any other Lender,

     (iii) each provision of Incremental Commitments pursuant to this Section 1.14 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (viii) below, Qualified Persons who will become Lenders)) of at least $10,000,000 (or such

lesser amount of the Total Non-Extending Revolving Loan Commitment then remaining); provided that, the first provision of Incremental Commitments pursuant to this Section 1.14 shall be in a minimum aggregate amount (for all Lenders) of at least $50,000,000 (or such lesser amount of the Total Non-Extending Revolving Loan Commitment then remaining),

     (iv) after giving effect to the Incremental Commitments, the aggregate amount of the Incremental Term Loans incurred on or after the Third Amendment Effective Date plus the Total Non-Extending Revolving Loan Commitment and the Total Extending Revolving Loan Commitment shall not exceed $1,400,000,000 in the aggregate less the amount of any previous permanent reduction of Non-Extending Revolving Loan Commitments or Extending Revolving Loan Commitments pursuant to Section 3.02, Section 3.03(j) or Section 4.02(d), (e) or (f),

     (v) the relevant Incremental Commitment Agreements shall specifically set forth the Tranche of the Incremental Commitments being provided thereunder,

     (vi) each Lender agreeing to provide an Incremental Commitment under a Term Loan Tranche, shall make Incremental Term Loans under the Term Loan Tranche specified in the relevant Incremental Commitment Agreement pursuant to Section 1.01(e) and such Loans shall thereafter be deemed to be Term Loans under the relevant Term Loan Tranche for all purposes of this Agreement and the other Credit Documents,

     (vii) if, within 10 Business Days after the Borrower has requested the then existing Lenders (other than Defaulting Lenders) to provide Incremental Commitments pursuant to this Section 1.14 the Borrower has not received Incremental Commitments in an aggregate amount equal to that amount of Incremental Commitments which the Borrower desires to obtain pursuant to such request (as set forth in the notice provided by the Borrower as provided below), then the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request Incremental Commitments from Persons which would qualify as Qualified Persons hereunder in an aggregate amount equal to such deficiency (and with the fees to be paid to such Qualified Person to be no greater than that to be paid to the then existing Lenders providing Incremental Commitments),

     (ix) no Incremental Term Loan may be incurred unless the Borrower will be in compliance with the Sections 9.08 through 9.10, inclusive, and Section 9.17 on a Pro Forma Basis after giving effect to the incurrence of such Incremental Term Loan and the application of the proceeds thereof,

     (x) if Incremental Term Loans incurred pursuant to an Incremental Term Loan Commitment are under a New Tranche, the Applicable Margin for such New Tranche of Incremental Term Loans, the Incremental Term Loan Maturity Date for such New Tranche and the Scheduled Repayments for such

New Tranche and the other terms of such New Tranche shall be set forth in the related Incremental Commitment Agreement and shall be satisfactory in all respects to the Administrative Agent,

     (xi) all actions taken by the Borrower pursuant to this Section 1.14 shall be done in coordination with the Administrative Agent,

     (xii) the Maturity Date for any Tranche of Incremental Term Loans shall not be prior to the Initial Term Loan Maturity Date, and

     (xiii) the weighted average life to maturity of any Tranche of Incremental Term Loans shall not be less than the weighted average life to maturity of the Initial Term Loans.”

          13. Section 1.14(d) of the Credit Agreement is hereby deleted in its entirety.

          14. Section 1 of the Credit Agreement is hereby further amended by inserting the following new Section 1.15 immediately following Section 1.14 thereof:

     “1.15. Conversion and Creation of Extending Revolving Loan Commitments . (a) The Borrower shall, in consultation with the Administrative Agent, have the right to request on one or more occasions on and after the Third Amendment Effective Date and prior to the Non-Extending Revolving Loan Maturity Date that one or more Lenders (and/or one or more other Persons which will become Lenders as provided below) convert their existing Non-Extending Revolving Loan Commitments to Extending Revolving Loan Commitments or provide new or increased Extending Revolving Loan Commitments, it being understood and agreed, however, that:

     (i) no Lender shall be obligated to convert, increase or provide an Extending Revolving Loan Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to convert, increase or provide an Extending Revolving Loan Commitment and executed and delivered to the Administrative Agent an Extending Revolving Loan Commitment Agreement agreeing to the conversion of its Non-Extending Revolving Loan Commitment or consenting to the increase or provision of a new Extending Revolving Loan Commitment, such Lender’s Non-Extending Revolving Loan Commitment shall not be converted and such Lender’s Extending Revolving Loan Commitment will not be increased.

     (ii) any Lender (or, in the circumstances contemplated by clause (vi) below, any other Person which will qualify as a Qualified Person) may so convert, increase or provide an Extending Revolving Loan Commitment without the consent of any other Lender,

     (iii) each conversion, increase or provision of Extending Revolving Loan Commitments pursuant to this Section 1.15 on a given date shall be in a minimum aggregate amount (for all Lenders (including in the circumstances contemplated by clause (vi) below, Qualified Persons who will become Lenders)) of at least $1,000,000,

     (iv) after giving effect to the conversion into, increase of or provision of Extending Revolving Loan Commitments, the aggregate amount of the Extending Revolving Loan Commitments plus (i) the Total Non-Extending Revolving Loan Commitment and (ii) the aggregate amount of Incremental Term Loans issued on or after the Third Amendment Effective Date shall not exceed $1,400,000,000 in the aggregate less the amount of any previous permanent reduction of Non-Extending Revolving Loan Commitments or Extending Revolving Loan Commitments pursuant to Section 3.02, Section 3.03(j) or Section 4.02(d), (e) or (f),

     (v) upon the conversion of a Non-Extending Revolving Loan Commitment to an Extending Revolving Loan Commitment, the Extending Revolving Loan Commitment of each consenting Lender shall be increased and such Lender’s Non-Extending Revolving Loan Commitment shall be decreased by the amount of such conversion specified in the relevant Extending Revolving Loan Commitment Agreement effective on the date specified in such agreement,

     (vi) the Borrower may, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), request additional Extending Revolving Loan Commitments from Lenders with Extending Revolving Loan Commitments or Persons which would qualify as Qualified Persons hereunder in an aggregate amount not exceeding the then remaining Total Non-Extending Revolving Loan Commitment, and upon the addition of any such new Extending Revolving Loan Commitments, the Non-Extending Revolving Loan Commitments shall be reduced pro rata in an amount equal to such aggregate increase, and

     (vii) the Applicable Margin for such Extending Revolving Loans shall be set forth in the initial Extending Revolving Loan Commitment Agreement and all subsequent Extending Revolving Loans (whether converted from Non-Extending Revolving Loans, an increase of an Extending Revolving Loan Commitment or provided by any Person which would qualify as a Qualified Person hereunder) shall be deemed to be calculated by reference to the Applicable Margin set forth in such initial Extending Revolving Loan Commitment Agreement as if set forth fully herein.

     (b) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extending Revolving Loan Commitment Agreement, and (i) at such time the Register shall be modified by the Administrative Agent to reflect the Extending Revolving Loan Commitments and Non-Extending Revolving Loan Commitments of all Lenders and (ii) to the extent requested by a Lender with an Extending Revolving Loan Commitment, the appropriate Notes will be issued, at the Borrower’s expense, to such Lender, to be in conformity with the requirements of Section 1.05 (with appropriate modifications) to the extent needed to reflect the Extending Revolving Loan Commitment of such Lender, as the case may be.

     (c) On the effective date of any increase in the Extending Revolving Loan Commitments pursuant to this Section 1.15, the Borrower shall, in coordination with the

Administrative Agent, repay outstanding Non-Extending Revolving Loans and/or Extending Revolving Loans of certain of the Lenders with a Non-Extending Revolving Loan Commitment or Extending Revolving Loan Commitment, as applicable, and incur additional Non-Extending Revolving Loans and/or Extending Revolving Loans from certain other Lenders with a Non-Extending Revolving Loan Commitment and/or Extending Revolving Loan Commitment, in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Non-Extending Revolving Loans and Extending Revolving Loans pro rata within each Tranche on the basis of their respective Non-Extending Revolving Loan Commitments or Extending Revolving Loan Commitments (after giving effect to any increase in the Total Extending Revolving Loan Commitment and decrease in the Total Non-Extending Revolving Loan Commitment pursuant to this Section 1.15) and pro rata across each Tranche based on the Aggregate Extending Percentage and Aggregate Non-Extending Percentage of the Total Revolving Loan Commitment and with the Borrower being obligated to pay to the respective Lenders the costs of the type referred to in Section 1.11 in connection with any such repayment and/or Borrowing.”

          15. Section 2.01(a) of the Credit Agreement is hereby amended by inserting the word “Extending” before the text “Revolving Loan Maturity Date” appearing in the fourth line thereof.

          16. Section 2.01(b) of the Credit Agreement is hereby amended by (i) inserting the word “Extending” before the text “Revolving Loan Maturity Date” on the second line thereof, (ii) deleting the text “or” appearing at the end of clause (i) thereof, (iii) deleting the period at the end of clause (ii) thereof and inserting “; or” in lieu thereof and (iv) inserting the following new clause (iii) at the end thereof:

     “(iii) a Lender Default exists with respect to any Lender with a Revolving Loan Commitment, unless the Issuing Lender has entered into arrangements satisfactory to it and the Borrower to eliminate such Issuing Lender’s risk with respect to the Lender which is the subject of the Lender Default, including by cash collateralizing such Lender’s Revolving Loan Percentage of Letter of Credit Outstandings (other than Extending Letter of Credit Outstandings) and Extending Revolving Loan Percentage of Extending Letter of Credit Outstandings (such arrangements, the “ Letter of Credit Back-Stop Arrangements ”).”

          17. Section 2.01(c) of the Credit Agreement is hereby restated in its entirety as follows:

     “(c) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Outstandings (in each case exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed (x) $75,000,000 and (y) when added to the aggregate outstanding principal amount of all Revolving Loans and all Swingline Loans then outstanding, the Total Revolving Loan Commitment; (ii) no Extending Letter of Credit shall be issued the Stated Amount of which, when added to the sum of (I) the Aggregate Extending Percentage of Letter of Credit Outstandings (exclusive of (A) Extending Letter of Credit Outstandings and (B) Unpaid Drawings

relating to Extending Letters of Credit which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (II) the aggregate amount of Extending Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid on the date of, and prior to the issuance of, the respective Extending Letter of Credit), (III) the Aggregate Extending Percentage of the aggregate outstanding principal amount of all Swingline Loans then outstanding and (IV) the aggregate outstanding principal amount of all Extending Revolving Loans, would exceed the Total Extending Revolving Loan Commitment; (iii) each Letter of Credit and Extending Letter of Credit shall be denominated in Dollars and shall be issued only on a sight basis; and (iv) each Letter of Credit and Extending Letter of Credit shall have an expiry date occurring not later than the earlier of (x) 12 months (or 180 days in the case of Trade Letters of Credit) after such Letter of Credit’s date of issuance, provided that the expiry date of any Standby Letter of Credit may be automatically extendible for successive periods of up to 12 months and (y) subject to Section 2.03(a) below, the 364 ^th day after the Extending Revolving Loan Maturity Date.”

          18. Section 2.01 of the Credit Agreement is hereby further amended by inserting the following new clause (d) immediately following clause (c) thereof:

     “(d) It is acknowledged and agreed that with respect to each of the Letters of Credit which were issued under this Agreement prior to the Third Amendment Effective Date and which remain outstanding on the Third Amendment Effective Date (each such Letter of Credit, a “Converting Letter of Credit” and, collectively, the “ Converting Letters of Credit ”), from and after the Third Amendment Effective Date, with respect to all outstanding Converting Letters of Credit and any related Unpaid Drawings there shall be an automatic adjustment to the participations held by each Lender thereunder pursuant to this Section 2.01(d), so that the undivided participation and interest of the Lenders in each such Converting Letter of Credit and any related Unpaid Drawing is divided ratably between the Non-Extending Revolving Loans Tranche and the Extending Revolving Loans Tranche, and among Lenders with Non-Extending Revolving Loan Commitments ratably in proportion to each such Lender’s Non-Extending Revolving Loan Percentage and among Lenders with Extending Revolving Loan Commitments ratably in proportion to each such Lender’s Extending Revolving Loan Percentage.”

          19. Section 2.03(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a) Immediately upon the issuance by any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, other than such Issuing Lender (each such Lender, in its capacity under this Section 2.03, a “ Participant ”) a participation interest as described below, provided that as to any Letter of Credit issued or renewed on or after November 10, 2009 with an expiry date on or after November 10, 2010 (such Letter of Credit, an “ Extending Letter of Credit ”), such Participants shall be limited to Lenders with Extending Revolving Loan Commitments, and, in the case of any such renewal, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to allocate all such participations in such renewed Letter of Credit among the Lenders with Extending Revolving Loan Commitments. In each case, each such Participant shall

be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, (A) to the extent of such Participant’s Revolving Loan Percentage in such Letter of Credit (other than Extending Letters of Credit) or (B) to the extent of such Participant’s Extending Revolving Loan Percentage in such Extending Letter of Credit, and in each case, the applicable percentage of each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security respectively therefor or guaranty pertaining thereto (although, in each case, the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the Participants as provided in Section 3.01(b) and the Participants shall have no right to receive any portion of any Facing Fees). Upon any change in the respective Revolving Loan Commitments or Revolving Loan Percentages (or Extending Revolving Loan Commitments or Extending Revolving Loan Percentages in the case of Extending Letters of Credit) of the Lenders pursuant to Section 1.13, 1.15 or 13.04, it is hereby agreed that, with respect to all such outstanding Letters of Credit or, as the case may be, Extending Letters of Credit and, in each case, any related Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 2.03 to reflect the new Revolving Loan Percentages (or Extending Revolving Loan Percentages in the case of Extending Letters of Credit) of the assignor and assignee Lender or of all Lenders with respective Revolving Loan Commitments (or Extending Revolving Loan Commitments in the case of Extending Letters of Credit), as applicable.”

          20. Section 2.03(c) of the Credit Agreement is hereby restated in its entirety as follows:

     “(c) In the event that any Issuing Lender makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Issuing Lender pursuant to Section 2.04(a), such Issuing Lender shall promptly notify the Administrative Agent, which shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to such Issuing Lender the amount of such Participant’s Revolving Loan Percentage (or Extending Revolving Loan Percentage, in the case of Extending Letters of Credit) of such unreimbursed payment in Dollars and in same day funds. If the Administrative Agent so notifies, prior to 11:00 A.M. (New York time) on any Business Day, any Participant required to fund a payment under a Letter of Credit, such Participant shall make available to such Issuing Lender in Dollars such Participant’s Revolving Loan Percentage (or Extending Revolving Loan Percentage in the case of Extending Letters of Credit) of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Revolving Loan Percentage (or Extending Revolving Loan Percentage in the case of Extending Letters of Credit) of the amount of such payment available to such Issuing Lender, such Participant agrees to pay to such Issuing Lender, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Rate. The failure of any Participant to make available to such Issuing Lender its Revolving Loan Percentage (or Extending Revolving Loan Percentage in the case of

Extending Letters of Credit) of any payment under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to such Issuing Lender its Revolving Loan Percentage (or Extending Revolving Loan Percentage in the case of Extending Letters of Credit) of any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to such Issuing Lender such other Participant’s Revolving Loan Percentage (or Extending Revolving Loan Percentage in the case of Extending Letters of Credit) of any such payment.”

          21. Section 2.03(d) of the Credit Agreement is hereby amended by inserting after the text “Revolving Loan Percentage” and before the text “thereof,” the text “(or Extending Revolving Loan Percentage in the case of Extending Letters of Credit).”

          22. Section 2.04(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a) The Borrower hereby agrees to reimburse the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it under any Letter of Credit (each such amount, so paid until reimbursed, an “Unpaid Drawing”), no later than three Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which (i) for Letters of Credit (other than Extending Letters of Credit) to the extent attributable to each Lender’s Non-Extending Revolving Loan Commitment, shall be the Base Rate in effect from time to time plus the Applicable Margin for Non-Extending Revolving Loans maintained as Base Rate Loans and (ii) for Letters of Credit (including Extending Letters of Credit) to the extent attributable to each Lender’s Extending Revolving Loan Commitment, shall be the Base Rate in effect from time to time plus the Applicable Margin for Extending Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum which shall be (i) for Letters of Credit (other than Extending Letters of Credit) to the extent attributable to each Lender’s Non-Extending Revolving Loan Commitment, the Base Rate in effect from time to time plus the Applicable Margin for Non-Extending Revolving Loans maintained as Base Rate Loans plus 2% and (ii) for Letters of Credit (including Extending Letters of Credit) to the extent attributable to each Lender’s Extending Revolving Loan Commitment, the Base Rate in effect from time to time plus the Applicable Margin for Extending Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.”

          23. Section 3.01(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a)  The Borrower agrees to pay the Administrative Agent for distribution to each Non-Defaulting Lender (I) in the case of the Total Non-Extending Revolving Loan Commitment, a commitment commission (the “Non-Extending Commitment Commission”) for the period from the Third Amendment Effective Date to and including the Non-Extending Revolving Loan Maturity Date (or such earlier date as the Total Non-Extending Revolving Loan Commitment shall have been terminated), computed at a rate for each day equal to the Applicable Commitment Commission Percentage per annum on the daily average Unutilized Non-Extending Revolving Loan Commitment of such Non-Defaulting Lender and (II) in the case of the Total Extending Revolving Loan Commitment, a commitment commission (the “Extending Commitment Commission”) for the period from the Third Amendment Effective Date to and including the Extending Revolving Loan Maturity Date (or such earlier date as the Total Extending Revolving Loan Commitment shall have been terminated), computed at a rate for each day equal to the Applicable Commitment Commission Percentage per annum on the daily average Unutilized Extending Revolving Loan Commitment of such Non-Defaulting Lender. Accrued Commitment Commission shall be due and payable quarterly in arrears on each Quarterly Payment Date and on the Non-Extending Revolving Loan Maturity Date or the Extending Revolving Loan Maturity Date, as applicable, or such earlier date upon which (x) the Total Revolving Loan Commitment is terminated, (y) as to the Non-Extending Commitment Commission, the date on which the Total Non-Extending Revolving Loan Commitment is terminated or (z) as to the Extending Commitment Commission, the date on which the Total Extending Revolving Loan Commitment is terminated.”

          24. Section 3.01(b) of the Credit Agreement is hereby restated in its entirety as follows:

     “(b) The Borrower agrees to pay to the Administrative Agent for distribution to each Non-Defaulting Lender with a Revolving Loan Commitment (based on their respective Non-Extending Revolving Loan Percentages or the Extending Revolving Loan Percentages, as applicable), a fee in respect of each Letter of Credit issued hereunder (the “Letter of Credit Fee”), for the period from and including the date of issuance of such Letter of Credit, to and including the termination of such Letter of Credit computed (x) as to Lenders with a Non-Extending Revolving Loan Commitment attributable to a Letter of Credit (other than an Extending Letter of Credit), at a rate per annum equal to the Applicable Margin for Non-Extending Revolving Loans maintained as Eurodollar Loans and (y) as to Lenders with an Extending Revolving Loan Commitment attributable to a Letter of Credit (including an Extending Letter of Credit), at a rate per annum equal to the Applicable Margin for Extending Revolving Loans maintained as Eurodollar Loans, in each case, as in effect from time to time on the applicable portion of the daily Stated Amount of such Letter of Credit . Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on each Quarterly Payment Date and upon the first day on or after the termination of the Total Extending Revolving Loan Commitment upon which no Letters of Credit remain outstanding; provided, that as to Extending Letters of Credit, such Letter of Credit Fees shall be distributed solely to each Non-Defaulting Lender with an Extending Revolving Loan Commitment (based on their respective Extending Revolving Loan Percentages).”

          25. Section 3.02(a) of the Credit Agreement is hereby restated in its entirety as follows:

     “(a)  Upon at least two Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment, in whole or in part, provided that (v) each such reduction shall be applied pro rata among the Non-Extending Revolving Loan Tranche and the Extending Revolving Loan Tranche on the basis of the Aggregate Non-Extending Percentage and Aggregate Extending Percentage of the Total Revolving Loan Commitment, provided that any voluntary commitment reduction made in connection with the incurrence of Senior Unsecured Notes or Subordinated Notes shall be applied first to the Total Non-Extending Revolving Loan Commitment and, to the extent such voluntary commitment reduction is in excess of the Total Non-Extending Revolving Loan Commitment shall be applied to the Total Extending Revolving Loan Commitment, and shall be applied ratably within each Tranche to permanently reduce the Non-Extending Revolving Loan Commitment or Extending Revolving Loan Commitment, as applicable, of each Lender with such a Commitment, (w) any partial reduction pursuant to this Section 3.02 shall be in integral multiples of $1,000,000, (x) each voluntary reduction of the Extending Revolving Loan Commitments shall be applied to reduce the then remaining mandatory commitment reductions pursuant to Section 3.03(j) in the direct order in which such reductions are scheduled to occur after giving effect to all prior reductions thereto, (y) the reduction to the Total Unutilized Non-Extending Revolving Loan Commitment shall in no case be in an amount which would cause the Non-Extending Revolving Loan Commitment of any Lender to be reduced (as required by the preceding clause (x)) by an amount which exceeds the remainder of (i) the Unutilized Non-Extending Revolving Loan Commitment of such Lender as in effect immediately before giving effect to such reduction minus (ii) such Lender’s Non-Extending Revolving Loan Percentage of the Aggregate-Non-Extending Percentage of the aggregate principal amount of Swingline Loans then outstanding and (z) the reduction to the Total Unutilized Extending Revolving Loan Commitment shall in no case be in an amount which would cause the Extending Revolving Loan Commitment of any Lender to be reduced (as required by the preceding clause (x)) by an amount which exceeds the remainder of ( i ) the Unutilized Extending Revolving Loan Commitment of such Lender as in effect immediately before giving effect to such reduction minus (ii) such Lender’s Extending Revolving Loan Percentage of the Aggregate Extending Percentage of the aggregate principal amount of Swingline Loans then outstanding.”

          26. Section 3.02(b) of the Credit Agreement is hereby amended by (i) inserting the text “, Non-Extending Revolving Loan Commitment, Extending” immediately preceding the text “Revolving Loan Commitment” appearing therein.

          27. Section 3.03 of the Credit Agreement is hereby restated in its entirety as follows:

     “3.03 Mandatory Reduction of Commitments .  (a) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Initial Term Loan Commitment (and the Initial Term Loan Commitment of each Lender) shall (i) terminate in its entirety on the Initial Borrowing Date (after giving effect to the incurrence of Term Loans on such date) and (ii) prior to the termination of the Total Initial Term Loan Commitment as provided in clause (i) above, be reduced from time to time to the extent required by Section 4.02.

     (b) (i) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Non-Extending Revolving Loan Commitment (and the Non-Extending Revolving Loan Commitment of each Lender) shall terminate in its entirety on the Non-Extending Revolving Loan Maturity Date and (ii) in addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Extending Revolving Loan Commitment (and the Extending Revolving Loan Commitment of each Lender) shall terminate in its entirety on the Extending Revolving Loan Maturity Date.

     (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Incremental Term Loan Commitment of each Lender provided pursuant to a particular Incremental Commitment Agreement shall terminate in its entirety on the respective Incremental Term Loan Borrowing Date specified in such Incremental Commitment Agreement (after giving effect to the incurrence of the Incremental Term Loans on each such date).

     (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, each of the Total Initial Term Loan Commitment and the Total Revolving Loan Commitment (and the Commitment of each Lender under each such Tranche) shall terminate in its entirety on December 1, 2005 unless the Initial Borrowing Date has occurred on or prior to such date.

     (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date after the Initial Borrowing Date upon which a mandatory prepayment of Term Loans pursuant to Section 4.02(d), (e) or (f) 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 Loan Commitment shall be permanently reduced by the amount, if any, by which the amount required to be applied pursuant to said Section (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding; provided that (x) each such mandatory commitment reduction shall be applied pro rata between the Non-Extending Revolving Loan Commitments and Extending Revolving Loan Commitments on the basis of the Aggregate Extending Percentage and Aggregate Non-Extending Percentage of the Total Revolving Loan Commitment and (y) each mandatory commitment reduction under clauses (h) and (i) below shall be applied as set forth therein.

     (f) The Total Revolving Loan Commitment, Total Non-Extending Revolving Loan Commitment and/or Total Extending Revolving Loan Commitment shall be reduced, and the Total Revolving Loan Commitment, Non-Extending Revolving Loan