Common use of Commitment Fees and Other Fees Clause in Contracts

Commitment Fees and Other Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender on the last Business Day of each March, June, September and December in each year (commencing on the last Business Day of December 2002) prior to the Revolving Commitment Termination Date and on the Revolving Commitment Termination Date, an aggregate fee (the "Commitment Fees") of (i) 2% per annum so long as the average daily outstanding principal amount of Revolving Loans plus the daily outstanding principal amount of Swingline Loans plus the daily aggregate L/C Exposure during such quarter is less than or equal to 50% of the average Revolving Commitments during such period and (ii) 1.5% per annum so long as the average daily outstanding principal amount of Revolving Loans plus the daily outstanding principal amount of Swingline Loans plus the daily aggregate L/C Exposure during such quarter is more than 50% of the average Revolving Commitments during such period, in either case computed on the basis of the actual number of days elapsed during the preceding period or quarter over a year of 365/366 days, on the average daily amount by which such Lender's Revolving Commitment (as such Revolving Commitment may be reduced in accordance with the provisions of this Credit Agreement) exceeds the sum of the principal balance of such Lender's outstanding Revolving Loans, the principal balance of such Lender's outstanding Swingline Loans and the amount of such Lender's L/C Exposure during the preceding period or quarter. (b) The Commitment Fees shall commence to accrue on the Closing Date. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Margin applicable to Eurodollar Loans on the average daily amount of such Lender's L/C Exposure during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any L/C Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the L/C Exposure during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any L/C Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on January 6, 2003; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365/366 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) In addition, the Borrower agrees to pay to the Administrative Agent and any of the other Lenders or the Issuing Bank on the Closing Date any and all other fees that are then due and payable, including, without limitation, fees due and payable pursuant to the Fee Letter.

Commitment Fees and Other Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender on the last Business Day of each March, June, September and December in each year (commencing on the last Business Day of December 20022003) prior to the Revolving Commitment Termination Date and on the Revolving Commitment Termination Date, an aggregate fee (the "Commitment Fees") of (i) 2% per annum so long as calculated in accordance with the average daily outstanding principal amount of Revolving Loans plus following: -------------------- --------------------------------------------- ---------------------------------------------- Total Leverage Commitment Fee if the daily outstanding principal amount of Swingline Loans plus Outstanding Revolver Commitment Fee if the daily aggregate L/C Exposure during such quarter is less than or equal to Outstanding Revolver Ratio > 50% of the average Revolving Commitments during such period and (ii) 1.5% per annum so long as the average daily outstanding principal amount of Revolving Loans plus the daily outstanding principal amount of Swingline Loans plus the daily aggregate L/C Exposure during such quarter is more than Less Than or Equal to 50% of the average during such period Revolving Commitments during such period, in either case period -------------------- --------------------------------------------- ---------------------------------------------- > 3.75 1.00% 1.25% - > 3.25 but < 3.75 .75% 1.00% - > 2.75 but < 3.25 .50% .75% - < 2.75 .50% .75% -------------------- --------------------------------------------- ---------------------------------------------- The Commitment Fees shall be computed on the basis of the actual number of days elapsed during the preceding period or quarter over a year of 365/366 days, on the average daily amount by which such Lender's Revolving Commitment (as such Revolving Commitment may be reduced in accordance with the provisions of this Credit Agreement) exceeds the sum of the principal balance of Outstanding Revolver held by such Lender's outstanding Revolving Loans, the principal balance of such Lender's outstanding Swingline Loans and the amount of such Lender's L/C Exposure Lender during the preceding period or quarter. (b) The Commitment Fees shall commence to accrue on the Closing Date. (c) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the Applicable Margin applicable to Eurodollar Loans on the average daily amount of such Lender's L/C Exposure during the period from and including the Closing Date to but excluding the later of the date on which such Lender's Commitment terminates and the date on which such Lender ceases to have any L/C Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the L/C Exposure during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any L/C Exposure, as well as the Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on January 6, 20032004; provided provided, that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 365/366 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). (d) In addition, the Borrower agrees to pay to the Administrative Agent and any of the other Lenders or the Issuing Bank on the Closing Date any and all other fees that are then due and payable, including, without limitation, fees due and payable pursuant to the Fee Mandate Letter.