This excerpt taken from the BPL 8-K filed Nov 16, 2006.
SECTION 5.06. Replacement Lenders.
(a) If any Lender has notified the Borrower and the Agent of its incurring additional costs under Section 5.01 or has required the Borrower to make payments for Taxes under Section 4.06, then the Borrower may, unless such Lender has notified the Borrower and the Agent that the circumstances giving rise to such notice no longer apply, terminate, in whole but not in part, the Revolving Credit Commitment of any Lender (other than the Agent) (the Terminated Lender) at any time upon five Business Days prior written notice to the Terminated Lender and the Agent (such notice referred to herein as a Notice of Termination).
(b) In order to effect the termination of the Revolving Credit Commitment of the Terminated Lender, the Borrower shall: (i) obtain an agreement with one or more Lenders to increase their Revolving Credit Commitment or Revolving Credit Commitments and/or (ii) request any one or more other banking institutions to become parties to this Agreement in place and instead of such Terminated Lender and agree to accept a Revolving Credit Commitment or Revolving Credit Commitments; provided, however, that such one or more other banking institutions are reasonably acceptable to the Agent and each Issuing Bank and become parties by executing an Assignment Agreement (the Lenders or other banking institutions that agree to accept in whole or in part the Revolving Credit Commitment of the Terminated Lender being referred to herein as the Replacement Lenders), such that the aggregate increased and/or accepted Revolving Credit Commitments of the Replacement Lenders under clauses (i) and (ii) above equal the Revolving Credit Commitment of the Terminated Lender.
(c) The Notice of Termination shall include the name of the Terminated Lender, the date the termination will occur (the Lender Termination Date), and the Replacement Lender or Replacement Lenders to which the Terminated Lender will assign its Revolving Credit Commitment and, if there will be more than one Replacement Lender, the portion of the Terminated Lenders Revolving Credit Commitment to be assigned to each Replacement Lender.
(d) On the Lender Termination Date, (i) the Terminated Lender shall by execution and delivery of an Assignment Agreement assign at full face value its Revolving Credit Commitment to the Replacement Lender or Replacement Lenders (pro rata, if there is more than one Replacement Lender, in proportion to the portion of the Terminated Lenders Revolving Credit Commitment to be assigned to each Replacement Lender) indicated in the Notice of Termination and shall assign in full to the Replacement Lender or Replacement Lenders each of its Loans (if any) then outstanding and participation interests in Letters of Credit (if any) then outstanding pro rata as aforesaid); provided that (x) such assignment is otherwise in compliance with Section 12.06, and (y) such Terminated Lender receives payment in full of the unpaid principal amount of all Loans owing to such Terminated Lender, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal and all other amounts due to such Terminated Lender under this Agreement, and (ii) the Replacement Lender or Replacement Lenders will thereupon (pro rata as aforesaid) succeed to and be substituted in all respects for the Terminated Lender with like effect as if becoming a Lender pursuant to the terms of Section 12.06(b), and the Terminated Lender will have the rights and benefits of an assignor under Section 12.06(b). To the extent not in conflict, the terms of Section 12.06(b) shall supplement the provisions of this Section 5.06(d). For each assignment made under this Section 5.06, the Replacement Lender shall pay to the Agent the processing fee provided for in Section 12.06(b). The Borrower will be responsible for the payment to the Terminated Lender, all amounts payable under Section 4.06 and Section 5.01, together with any breakage costs associated with termination and Replacement Lenders, as set forth in Section 5.05.