Common use of Commitment Terminations Clause in Contracts

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower shall have the right at any time and from time to time, upon three Business Days’ prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), to terminate the Revolving Credit Commitments in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 and (ii) allocated ratably among the Lenders in proportion to their respective Revolver Percentages, provided that any such partial termination may, at the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Loans and of L/C Obligations then outstanding; provided further that (i) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower shall have the right ----------------------- at any time and from time to time, upon three (3) Business Days’ ' prior and irrevocable written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied)Agent, to terminate or reduce the Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be reduction (i) to be in an amount not less than $500,000 or any greater amount that is an 5,000,000 as determined by the Borrower and in integral multiple multiples of $100,000 and 5,000,000, (ii) to effect an automatic pro rata reduction of the Foreign Currency Sublimit, and (iii) as to both the Commitments and the Foreign Currency Sublimit to be allocated ratably among the Lenders in proportion to their respective Revolver PercentagesCommitments; provided, provided that any such partial termination may, at (A) the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that the Revolving Credit Commitments Amount may not be reduced to an amount less than the sum of the aggregate principal amount of outstanding Revolving Loans Loans, Competitive Loans, and L/C Obligations, and (B) the Foreign Currency Sublimit may not be reduced to an amount less than the sum of the aggregate principal amount of outstanding Revolving Loans, Competitive Loans, and L/C Obligations then outstandingpayable in Euros, Pounds and Kroner, in each case after converting, if necessary, any such outstanding Obligations to their Dollar Equivalent amounts in accordance with Section 10.19 and after giving effect to payments on such proposed termination or reduction date; provided further provided, however, that to the extent the Borrower provides -------- ------- to the Administrative Agent cash collateral in an amount sufficient to cover such shortage or back to back letters of credit from a bank(s) or financial institution(s) whose short-term unsecured debt rating is rated A or above from either S&P or ▇▇▇▇▇'▇ or such other bank(s) or financial institution(s) satisfactory to the Required Lenders in an amount equal to the undrawn face amount of any applicable outstanding Letters of Credit with an expiration date of at least five (i5) all 2023 Revolving days after the expiration date of any applicable Letter of Credit Commitments shall terminate automatically on and which provide that the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on Administrative Agent may make a drawing thereunder in the 2026 Revolving Credit Termination Date. Any termination event that it pays a drawing under such Letter of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amountCredit. The Administrative Agent shall give prompt notice to each Lender of any such termination (in whole or in part) reduction of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 2.14 is permanent and may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower Borrowers shall have the right at any time and from time to time, upon three five Business Days’ ' prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied)Agent, to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 5,000,000, and (ii) allocated ratably among the Lenders Banks in proportion to their respective Revolver PercentagesPercentages of the relevant Credit, provided that any such partial termination may, at (v) the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to may not be terminated in whole before the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Short-Term Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that (w) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and of all L/C Obligations issued and outstanding as part of the Revolving Credit then outstanding; provided further that , (ix) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination any reduction of the Revolving Credit Commitments below or the L/C Sublimit then in effect Short-Term Revolving Credit Commitments shall automatically reduce the L/C Sublimit Commitment by a like amount, (y) any reduction of the Revolving Credit Commitments to an amount less than the Swing Line Commitment shall automatically reduce the Swing Line Commitment to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans, all L/C Obligations issued and outstanding as part of the Short-Term Revolving Credit and all Bid Loans then outstanding. The Administrative Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the L/C Commitment without premium or penalty, in whole or in part. Any such termination of the L/C Commitment shall not reduce the Revolving Credit Commitments or the Short-Term Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Lender Bank of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 4.7 may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower Borrowers shall have the right at any time and from time to time, upon three Business Days’ 5 days prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness or such shorter period of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked time agreed to by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedAgent), to terminate the Revolving Credit Commitments without premium or penalty and in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 5,000,000 and (ii) allocated ratably among the Lenders Banks in proportion to their respective Revolver Commitment Percentages. Notwithstanding the foregoing, provided that any such partial termination maythe Borrowers may irrevocably elect, at by the election delivery to the Agent of a written election, to allocate the reduction of the Borrower, be applied to the 2023 Revolving Credit Commitments prior pursuant to this Section 3.6 to any one or more (but fewer than all) of the 2026 Banks, and upon written approval thereof by the Agent and the Required Banks, the reduction of Revolving Credit Commitments (shall be allocated to any Bank(s) so designated by Borrower provided that such partial termination of reduction is sufficient to reduce the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”of each such designated Bank to zero. In the event the Borrowers elect to proceed as such (and such election is approved in writing by the Agent and the Required Banks); provided that , then (i) the Borrowers agree to pay to each such designated Bank all principal and accrued interest owing to such Bank as of the date of, and on account of, such payment and all other amounts payable to such Bank under this Agreement and the other Loan Documents, including without limitation Section 9.4 hereof, and (ii) each such designated Bank agrees to reduce its Revolving Credit Commitment to zero upon receipt of such payment and to return its Notes to the Agent. The Revolving Credit Commitments may not be reduced under this Section 3.6 to an amount less than the sum of the aggregate principal amount of Revolving Loans and of Loans, L/C Cs and Reimbursement Obligations then outstanding; provided further that (i) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender Bank of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 3.6 may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower Borrowers shall have the right at any time and from time to time, upon three five Business Days’ ' prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied)Agent, to terminate the Revolving Credit Commitments and the Short-Term Revolving Credit Commitments without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 5,000,000, and (ii) allocated ratably among the Lenders Banks in proportion to their respective Revolver PercentagesPercentages of the relevant Credit, provided that any such partial termination may, at (w) the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to may not be terminated in whole before the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Short- Term Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that (x) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount Original Dollar Amount of all Revolving Loans, all Revolving Swing Loans and of all L/C Obligations then outstanding; provided further that , (iy) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination any reduction of the Revolving Credit Commitments below to an amount less than the Swing Line Commitment or L/C Sublimit then in effect Commitment shall automatically reduce the Swing Line Commitment or L/C Sublimit by a like amountCommitment, as the case may be, to such amount as well and (z) the Short-Term Revolving Credit Commitments may not be reduced to an amount less than the Original Dollar Amount of all Short-Term Revolving Loans, all Short-Term Swing Loans and all Bid Loans then outstanding. The Administrative Borrowers shall have the right at any time and from time to time, by notice to the Agent, to terminate the Letter of Credit Commitment without premium or penalty, in whole or in part. Any such termination of the Letter of Credit Commitment shall not reduce the Revolving Credit Commitments unless the Borrowers elect to do so in the manner provided in the preceding sentence. The Agent shall give prompt notice to each Lender Bank of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 4.7 may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments and the Term A Loan Commitments shall automatically terminated terminateterminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower shall have the right at any time and from time to time, upon three Business Days’ prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), to terminate the Revolving Credit Commitments in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 and (ii) allocated ratably among the Lenders in proportion to their respective Revolver Percentages, provided that any such partial termination may, at the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Loans and of L/C Obligations then outstanding; provided further that (i) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower shall have the right ----------------------- at any time and from time to time, upon three five (5) Business Days’ ' prior and irrevocable written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied)Agent, to terminate or reduce the Revolving Credit Commitments (including the Multicurrency Funding Limit) without premium or penalty, in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an 5,000,000 as determined by the Borrower and in integral multiple multiples of $100,000 5,000,000, and (ii) allocated ratably among the Lenders in proportion to their respective Revolver Percentages, provided that any such partial termination may, at the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to the 2026 Revolving Credit Commitments (any such partial termination of the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that the Revolving Credit Commitments Commitment Amount may not be reduced to an amount less than the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus any unpaid Reimbursement Obligations with respect to Letters of Credit, and of L/C Obligations then outstanding; provided further that (i) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination of the Revolving Credit Commitments below the L/C Sublimit then Commitment Amount may not be reduced to an amount less than the aggregate undrawn face amount of outstanding Letters of Credit plus any unpaid Reimbursement Obligations with respect to Letters of Credit, in each case after converting, if necessary, any such outstanding Obligations to Dollars in accordance with Section 10.19 and after giving effect shall reduce to payments on such proposed termination or reduction date, unless the L/C Sublimit by Borrower provide to the Agent cash collateral in an amount sufficient to cover such shortage or back to back letters of credit from a like amountbank whose long-term senior unsecured debt rating is rated A or above from either S&P or ▇▇▇▇▇'▇ or such other bank satisfactory to the Majority Lenders in an amount equal to the undrawn face amount of any applicable outstanding Letters of Credit with an expiration date of at least five (5) days after the expiration date of any applicable Letter of Credit and which provide that the Agent may make a drawing thereunder in the event that it pays a drawing under such Letter of Credit. The Administrative Agent shall give prompt notice to each Lender of any such termination (in whole or in part) of the Revolving Credit Commitments. Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 2.14 is permanent and may not be reinstated. The Borrower shall have the right at any time and from time to time, upon five (5) Business Days' prior and irrevocable written notice to ABN AMRO, to terminate or reduce the Agent Credit Commitment without premium or penalty, in whole or in part; provided that the Agent Commitment Amount may not be reduced to an amount less than the sum of the aggregate principal amount of outstanding Agent Loans plus the aggregate undrawn face amount of outstanding Agent Letters of Credit plus any unpaid Agent Reimbursement Obligations with respect to Agent Letters of Credit. Any termination of Agent Credit Commitment pursuant to this Section 2.14 is permanent and may not be reinstated.

Commitment Terminations. (a) The Existing Term A Loan Commitments and the Term B Loan Commitments automatically terminated upon the making of the Existing Term A Loans and the Term B Loans on the Restatement Date. (b) The Borrower shall have the right at any time and from time to time, upon three 5 Business Days’ Days prior written notice to the Administrative Agent (which notice may conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied)Agent, to terminate the Revolving Credit Commitments issued to it in whole or in part, any partial termination to be (i) in an amount not less than $500,000 or any greater amount that is an integral multiple of $100,000 1,000,000 and (ii) allocated ratably among the Lenders in proportion to their respective Revolver PercentagesPercentages thereto, provided that any such partial termination may, at (a) the election of the Borrower, be applied to the 2023 Revolving Credit Commitments prior to may not be reduced below $30,000,000 in the 2026 Revolving Credit Commitments aggregate and (any such partial termination of the 2023 Revolving Credit Commitments, a “2023 Revolving Credit Commitment Reduction”); provided that b) the Revolving Credit Commitments may not be reduced to an amount less than the sum of the aggregate principal amount of Revolving Revolver Loans and of L/C Obligations then outstanding; provided further that (i) all 2023 Revolving Credit Commitments shall terminate automatically on the 2023 Revolving Credit Termination Date and (ii) all 2026 Revolving Credit Commitments shall terminate automatically on the 2026 Revolving Credit Termination Date. Any termination or reduction of the Revolving Credit Commitments below the L/C Sublimit then in effect shall reduce the L/C Sublimit by a like amount. The Administrative Agent shall give prompt notice to each Lender of any such termination (in whole or in part) reductions of the Revolving Credit Commitments. . (b) On the effective date of any termination of all of the Revolving Credit Commitments and prepayment of all of the Obligations, if such termination and prepayment occurs prior to May 14, 2005, the Borrower shall pay a prepayment premium to the Administrative Agent for the ratable benefit of the Lenders in proportion to their respective Revolver Percentages of the Revolving Credit Commitments, as liquidated damages for the loss of bargain and not as a penalty, in an amount equal to the percentage set forth below of the amount of the relevant Revolving Credit Commitments: PREPAYMENT PREMIUM SHALL BE THE FOLLOWING PERCENTAGE OF THE IF PREPAYMENT OCCURS DURING THE PERIOD REVOLVING CREDIT COMMITMENTS FROM AND INCLUDING TO AND INCLUDING The date hereof May 14, 2004 2.0% May 15, 2004 May 14, 2005 1.0% (c) Any termination of the Revolving Credit Commitments pursuant to this Section 2.10 1.12 may not be reinstated.