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

Commitment Fee; Reductions in Aggregate Commitment. (a) The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee at a rate per annum equal to the Applicable Commitment Fee Rate in effect from time to time on the daily unused portion of such Lender's Commitment (determined without giving effect to any Bid Rate Reduction, but treating the L/C Obligations and, with respect solely to the Swing Line Lender, the outstanding balance of any Swing Line Loans, as usage) from the date hereof to but excluding the earliest of the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Such commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December, and on the earliest of the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of not less than $20,000,000 or an integral multiple of $5,000,000 in excess thereof, upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction; PROVIDED, HOWEVER, that the amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances and the aggregate outstanding L/C Obligations and Swing Line Loans.

Commitment Fee; Reductions in Aggregate Commitment. (a) The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee at a rate per annum equal to in the amount of the Applicable Commitment Fee Rate in effect from time to time on the daily unused unutilized portion of such Lender's Commitment (determined without giving effect to any Bid Rate Reduction, but treating the L/C Obligations and, with respect solely to the Swing Line Lender, the outstanding balance of any Swing Line Loans, as usage) from the date hereof to but excluding the earliest of and including the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Such commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December, Payment Date hereafter and on the earliest of 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 reduction event that the Borrower shall at any time fail to zero of furnish to the Aggregate Commitment Lenders in timely fashion the financial statements required to be delivered pursuant to SECTION 2.11 Sections 6.1(i) and 6.1(ii) and the date of the termination of the Aggregate Commitment Compliance Certificate to be delivered pursuant to SECTION 8. 1Section 6.1(iv), the maximum Applicable Commitment Fee shall apply until such time as such financial statements and Compliance Certificate are so delivered. Commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. (b) 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 ratably among the Lenders in integral multiples of not less than $20,000,000 or an integral multiple of $5,000,000 in excess thereof1,000,000, upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction; PROVIDED, HOWEVERprovided, however, that the amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances and Advances. All accrued commitment fees shall be payable on the aggregate outstanding L/C Obligations and Swing Line Loanseffective date of any termination of the obligations of the Lenders to make Loans hereunder.

Commitment Fee; Reductions in Aggregate Commitment. (a) The Borrower agrees to pay to the Agent for the account of each Lender (i) a commitment fee of (i) 1/2% per annum, at a rate per annum 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 Commitment Fee Rate Total Leverage Ratio is less than 4.0:1.0, in effect from time to time each case on the average daily unused unborrowed portion of such Lender's Facility A Commitment (determined without giving effect to any Bid Rate Reduction, but treating the L/C Obligations and, with respect solely to the Swing Line Lender, the outstanding balance of any Swing Line Loans, as usage) from the date hereof Restructuring Date to but excluding the earliest of and including the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Such commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December, Payment Date hereafter and on the earliest of the Facility Termination Date, and (ii) a commitment fee of (a) 1/2% per annum, at any time at which the date of the reduction Total Leverage Ratio is equal to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. 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 ratably among the Lenders having a Facility A Commitment or a Facility B Commitment, as applicable, in integral multiples of not less than $20,000,000 or an integral multiple of $5,000,000 in excess thereof500,000, upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction; PROVIDED, HOWEVERprovided, however, that the amount of the Aggregate Facility A Commitment may not be reduced below the sum aggregate principal amount of the outstanding Facility A Advances nor may the Aggregate Facility B Commitment be reduced below the aggregate principal amount of the outstanding Advances Facility B Advances. All accrued and unpaid commitment fees shall be payable on the aggregate outstanding L/C Obligations and Swing Line Loanseffective date of any termination of the obligations of the Lenders to make Loans hereunder.

Commitment Fee; Reductions in Aggregate Commitment. (a) The Borrower agrees to pay to the Agent for the account of each Lender a commitment fee at a rate per annum ("Commitment Fee") equal to the Applicable Commitment Fee Rate in effect from time to time Percentage per annum, as set forth below, on the daily unused amount of the unborrowed portion of such Lender's Commitment (determined without giving effect to any Bid Rate ReductionCommitment, but treating the L/C Obligations and, with respect solely to the Swing Line Lender, the outstanding balance of any Swing Line Loans, as usage) from the date hereof to but excluding the earliest of and including the Facility Termination Date, payable for the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Such commitment fees shall be payable in arrears immediately preceding fiscal quarter on the last Business Day of each March, June, September and December, Payment Date hereafter and on the earliest of 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 date of Leverage Ratio shall be determined from the reduction to zero of financial statements delivered by the Aggregate Commitment Borrower pursuant to SECTION 2.11 Section 6.1(a) and the date of the termination of the Aggregate (b). The Commitment pursuant to SECTION 8. 1. Commitment fees Fee shall be calculated by the Agent for actual days elapsed a fiscal quarter based on the basis Applicable Commitment Fee Percentage as of a 360-the last day year. (b) 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 ratably among the Lenders in integral multiples of not less than Five Million Dollars ($20,000,000 or an integral multiple of $5,000,000 in excess thereof5,000,000), upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction; PROVIDED, HOWEVERprovided, however, that the amount of the Aggregate Commitment may not be reduced below the sum Aggregate Outstanding Credit Exposure. All accrued Commitment Fees shall be payable on the effective date of any termination of the aggregate principal amount Commitments of the outstanding Advances Lenders. For illustrative purposes, the following grid summarizes the determination of the Commitment Fee, the Floating Rate, the Fixed Rate and the aggregate outstanding L/C Obligations LC Fee (see Section 2.19(d)) based on the Leverage Ratio (Commitment Fee, Applicable Margin and Swing Line LoansLC 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 Debt 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 ▇▇ ▇▇ ▇▇ ▇▇ ▇▇ ▇▇ 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 ▇▇ ▇▇ ▇▇ ▇▇.▇ ▇▇ ▇▇ ▇▇ ▇▇ Fee for Standby Facility LC's 52.5 ▇▇ ▇▇ ▇▇ ▇▇.▇ ▇▇ ▇▇ ▇▇ 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. (a) The Borrower agrees to pay to the Agent for the ratable account of each Lender a commitment fee at a rate per annum equal to the Applicable Commitment Fee Rate in effect from time to time on the daily unused portion of Percentage times such Lender's Commitment daily unutilized (determined without giving effect to any Bid Rate Reductiontreating Facility Letters of Credit, but treating the L/C Obligations and, with respect solely to the not Swing Line Lender, the outstanding balance of any Swing Line Loans or Competitive Bid Loans, as usage) portion of its Commitment (based on the Current Dollar Equivalent of the principal amount of the aggregate Loans and the amount of Facility Letter of Credit Obligations (determined, with respect to each Loan, as of the date such Loan was made or, in the case of a Loan which has been continued or converted, upon the date of continuation or conversion) and excluding from such computation any outstanding Swing Line Loans or Competitive Bid Loans) from the date hereof to but excluding the earliest of and including the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Such commitment fees shall be payable in arrears on the last Business Day of each March, June, September and December, Payment Date hereafter and on the earliest of the Facility Termination Date, the date of the reduction to zero of the Aggregate Commitment pursuant to SECTION 2.11 and the date of the termination of the Aggregate Commitment pursuant to SECTION 8. 1. Commitment fees shall be calculated for actual days elapsed on the basis of a 360-day year. (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders Lenders, in integral multiples of not less than $20,000,000 or an integral multiple of $5,000,000 in excess thereof10,000,000, upon at least three Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction; PROVIDEDprovided, HOWEVERhowever, -------- ------- that the amount of the Aggregate Commitment may not be reduced below the sum of (i) the Current Dollar Equivalent of the aggregate principal amount of the outstanding Advances and Advances, plus (ii) the aggregate amount of the outstanding L/C Obligations and Swing Line LoansFacility ---- Letter of Credit Obligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder.