Common use of Commitment Fee; Reductions in Aggregate Commitment Clause in Contracts

Commitment Fee; Reductions in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate on the average daily Available Aggregate Commitment from the date hereof to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part by reducing either the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Day's written notice to the Agent, which notice shall specify the amount of any such reduction and which of the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment is being reduced, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure; (ii) the amount of the Aggregate Revolving Credit Commitment shall not be reduced below the amount of outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC Agreement shall not be reduced below the amount of the LC Obligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.

Commitment Fee; Reductions in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate ("Commitment Fee") equal to the Applicable Commitment Fee Rate Percentage per annum, as set forth below, on the average daily Available Aggregate Commitment amount of the unborrowed portion of such Lender's Commitment, from the date hereof to and including the Facility Termination Date, payable in arrears for the immediately preceding fiscal quarter on each Payment Date hereafter and on the Facility Termination Date. The Applicable Commitment Fee Percentage shall equal: (i).125% (12.5 basis points) if the Leverage Ratio is less than or equal to 20% (Level I); (ii).15% (15 basis points) if the Leverage Ratio is less than or equal to 30%, but in excess of 20% (Level II); (iii).20% (20 basis points) if the Leverage Ratio is less than or equal to 40%, but in excess of 30% (Level III); and (iv).25% (25 basis points) if the Leverage Ratio is in excess of 40% (Level IV). For purposes of determining the Applicable Commitment Fee Percentage for a fiscal quarter, the Leverage Ratio shall be determined from the financial statements delivered by the Borrower pursuant to Section 6.1(a) and (b). The Commitment Fee shall be calculated by the Agent for a fiscal quarter based on the Applicable Commitment Fee Percentage as of the last day of that fiscal quarter. The adjustment, if any, to the Applicable Commitment Fee Percentage shall be effective as of the first day of the first fiscal quarter beginning after the quarter in which Borrower's quarterly financial statements have been received pursuant to Section 6.1(b). The Borrower may permanently reduce the Aggregate Commitment in whole, or in part by reducing either the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably among the Lenders in integral multiples of Five Million Dollars ($10,000,0005,000,000), upon at least three Business Day's Days' written notice to the Agent, which notice shall specify the amount of any such reduction and which of the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment is being reducedreduction, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure; (ii) the amount of the Aggregate Revolving Credit Commitment shall not be reduced below the amount of outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC Agreement shall not be reduced below the amount of the LC Obligations. All accrued commitment fees Commitment Fees shall be payable on the effective date of any termination of the obligations Commitments of the Lenders Lenders. For illustrative purposes, the following grid summarizes the determination of the Commitment Fee, the Floating Rate, the Fixed Rate and the LC Fee (see Section 2.19(d)) based on the Leverage Ratio (Commitment Fee, Applicable Margin and LC Fee expressed in basis points ((bp) per annum): LEVEL I LEVEL II LEVEL III LEVEL IV if Total if Total if Total if Total Debt to make Credit Extensions hereunderDebt to Debt to Debt to Total Total Total Total Capitalization Capitalization Capitalization Capitalization is: <= 20% is: 20% <= 30% is: 30% <= 40% is:> 40% Commitment Fee 12.5 xx 00 xx 00 xx 00 bp Floating Rate: Alternate Base Rate, plus 0.00 bp 0.00 bp 0.00 bp 0.00 bp Fixed Rate: Eurodollar Applicable Applicable Applicable Applicable Base Margin Margin Margin Margin Rate, plus 37.5 xx 00 xx 00.0 xx 00 xx XX Fee for Standby Facility LC's 52.5 xx 00 xx 00.0 xx 00 xx Note: Shaded region (Level II) represents the Applicable Commitment Fee Percentage, the Applicable Margin and the Applicable LC Fee Percentage on the date hereof and until any adjustment thereto pursuant to the terms and conditions of this Agreement.

Commitment Fee; Reductions in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate on the average daily Available Aggregate Commitment from the date hereof Closing Date to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part by reducing either the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably among the Lenders in integral multiples of $10,000,000, upon at least three Business Day's written notice to the Agent, which notice shall specify the amount of any such reduction and which of the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment is being reduced, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure; (ii) the amount of the Aggregate Revolving Credit Commitment shall not be reduced below the amount of outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC Agreement shall not be reduced below the amount of the LC Obligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder.

Commitment Fee; Reductions in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share (i) a commitment fee of (i) 1/2% per annum, at a per annum rate any time at which the Total Leverage Ratio is equal to or greater than 4.0:1.0, or (b) 3/8% per annum, at any time the Applicable Fee Rate Total Leverage Ratio is less than 4.0:1.0, in each case on the average daily Available Aggregate unborrowed portion of such Lender's Facility A Commitment from the date hereof Restructuring Date to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date, and (ii) a commitment fee of (a) 1/2% per annum, at any time at which the Total Leverage Ratio is equal to or greater than 4.0:1.0, or (b) 3/8% per annum, at any time the Total Leverage Ratio is less than 4.0:1.0, in each case on the average daily unborrowed portion of such Lender's Facility B Commitment from the Restructuring Date to and including the Facility B Revolving Credit Termination Date, payable on each Payment Date hereunder and on the Facility B Revolving Credit Termination Date. For purposes of this Section 2.5, the Total Leverage Ratio shall be determined on a quarterly basis as described in Section 2.4(ii). The Borrower may permanently reduce the Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment in whole, or in part by reducing either the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably among the Lenders having a Facility A Commitment or a Facility B Commitment, as applicable, in integral multiples of $10,000,000500,000, upon at least three Business Day's Days' written notice to the Agent, which notice shall specify the amount of any such reduction and which of the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment is being reducedreduction, provided, however, that (i) the amount of the Aggregate Facility A Commitment may not be reduced below the Aggregate Outstanding Credit Exposure; (ii) the aggregate principal amount of the outstanding Facility A Advances nor may the Aggregate Revolving Credit Facility B Commitment shall not be reduced below the amount of outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC Agreement shall not be reduced below the aggregate principal amount of the LC Obligationsoutstanding Facility B Advances. All accrued and unpaid commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder.

Commitment Fee; Reductions in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to in the amount of the Applicable Commitment Fee Rate on the average daily Available Aggregate unutilized portion of such Lender's Commitment from the date hereof to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. The Applicable Commitment Fee shall be a per annum fee based on the Leverage Ratio in accordance with the table below. The Leverage Ratio shall be determined from the audited and unaudited financial statements delivered by the Borrower pursuant to Sections 6.1(i) and (ii) and the Compliance Certificate delivered from time to time pursuant to Section 6.1 (iv). The adjustment, if any, to the Applicable Commitment Fee shall be effective beginning on the third Business Day after the delivery of such financial statements. The initial Applicable Commitment Fee hereunder shall be determined from the financial statements of the Borrower for the most recent fiscal quarter ending on or before the date of execution of this Agreement. In the event that the Borrower shall at any time fail to furnish to the Lenders in timely fashion the financial statements required to be delivered pursuant to Sections 6.1(i) and 6.1(ii) and the Compliance Certificate to be delivered pursuant to Section 6.1(iv), the maximum Applicable Commitment Fee shall apply until such time as such financial statements and Compliance Certificate are so delivered. RATIO APPLICABLE COMMITMENT FEE -------------------------------------------------------- less than or equal to .25 to 1.0 .125% less than or equal to .35 to 1.0 but greater than .25 to 1.0 .15% greater than .35 to 1.0 .20% The Borrower may permanently reduce the Aggregate Commitment in whole, or in part by reducing either the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment ratably among the Lenders in integral multiples of $10,000,0001,000,000, upon at least three Business Day's Days' written notice to the Agent, which notice shall specify the amount of any such reduction and which of the Aggregate Revolving Credit Commitment or the Aggregate Facility LC Commitment is being reducedreduction, provided, however, that (i) the amount of the Aggregate Commitment may not be reduced below the Aggregate Outstanding Credit Exposure; (ii) the aggregate principal amount of the Aggregate Revolving Credit Commitment shall not be reduced below the amount of outstanding Revolving Credit Loans, and, (iii) the Aggregate Facility LC Agreement shall not be reduced below the amount of the LC ObligationsAdvances. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder.