Common use of Reductions in Commitments Clause in Contracts

Reductions in Commitments. (a) The Company shall have the right to terminate or reduce the unused portion of the Commitments at any time or from time to time upon not less than three Business Days' prior notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall be in a minimum amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Committed Rate Loans made on the effective date thereof, the then outstanding principal amount of the Aggregate Loans would exceed the Aggregate Commitments then in effect. (b) The Aggregate Commitments shall be reduced (I) (w) on the tenth Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to 100% of such Net Cash Proceeds, (x) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale, issuance or incurrence of Designated Equity or Designated Debt Securities, in an amount equal to 100% of such Net Cash Proceeds, (y) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any Receivables Securitization, in an amount equal to 100% of such Net Cash Proceeds, provided that in connection with the receipt of any Net Cash Proceeds from any Receivables Securitization after the first reduction of the Aggregate Commitments as the result of the application of this clause (y), the Aggregate Commitments shall not be reduced by the amount of such Net Cash Proceeds as otherwise required above until the aggregate amount of all such Net Cash Proceeds received whose application is deferred by virtue of this proviso equals $50,000,000 (whereupon the full amount of such Net Cash Proceeds (and not just the excess over $50,000,000) shall be applied as otherwise required by this clause (y) (without regard to this proviso)) and (z) and on the Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any sale or other disposition by it of the capital stock of Amgen Inc., in an amount equal to the amount by which the Net Cash Proceeds from such sale or disposition exceed the Amgen Retained Amount, (II) on December 31, 2002, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 66-2/3% of the Maximum Commitment Amount and (III) on the date which is nine months after the Effective Date, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 33-1/3% of the Maximum Commitment Amount. (c) The Commitments once terminated or reduced pursuant to this subsection may not be reinstated.

Reductions in Commitments. (a) The Company shall have may permanently reduce (i) the right to terminate Aggregate Tranche A Revolving Loan Commitment in whole, or reduce in part ratably among the unused portion Lenders with a Tranche A Revolving Loan Commitment, in an aggregate minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess of that amount (unless the Aggregate Tranche A Revolving Loan Commitment is reduced in whole), (ii) the Aggregate Tranche B Revolving Loan Commitment in whole, or in part ratably among the Lenders with a Tranche B Revolving Loan Commitment, in an aggregate minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess of that amount (unless the Aggregate Tranche B Revolving Loan Commitment is reduced in whole), (iii) the Swing Line Commitments in whole or in part in amounts of $5,000,000 upon at any time or from time to time upon not less than least three (3) Business Days' Day's prior written notice to -43- 50 the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reductionAgent, which notice shall specify the effective date thereof and the amount of any such reduction or (which iv) in whole and terminate the Aggregate Term Loan Commitment upon any reduction in whole of the Aggregate Revolving Loan Commitment; provided, however, that (a) the amount of the Aggregate Tranche A Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Tranche A Revolving Credit Obligations or below the aggregate amount of the Dollar Swing Line Commitments and (b) the amount of the Aggregate Tranche B Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Tranche B Revolving Obligations or below the aggregate amount of the Multicurrency Swing Line Commitments or below the aggregate amount of Alternate Currency Commitments. All accrued commitment fees shall be in a minimum amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Committed Rate Loans made payable on the effective date thereofof any termination of all or any part the obligations of the Lenders to make Loans hereunder. Each Subsidiary Borrower may, upon three (3) Business Days prior written notice to the Administrative Agent and to the applicable Alternate Currency Bank, terminate entirely at any time or reduce from time to time by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000 (or as set forth on the applicable Alternate Currency Addendum), the then unused portions of the applicable Alternate Currency Commitment as specified by the applicable Subsidiary Borrower in such notice to the Administrative Agent and the applicable Alternate Currency Bank; provided, however, that at no time shall the Alternate Currency Commitment of any Lender in respect of any Alternate Currency be reduced to an amount less than the total outstanding principal amount of the Aggregate all Alternate Currency Loans would exceed the Aggregate Commitments then in effect. (b) The Aggregate Commitments shall be reduced (I) (w) on the tenth Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to 100% of such Net Cash Proceeds, (x) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale, issuance or incurrence of Designated Equity or Designated Debt Securities, Lender made in an amount equal to 100% of such Net Cash Proceeds, (y) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any Receivables Securitization, in an amount equal to 100% of such Net Cash Proceeds, provided that in connection with the receipt of any Net Cash Proceeds from any Receivables Securitization after the first reduction of the Aggregate Commitments as the result of the application of this clause (y), the Aggregate Commitments shall not be reduced by the amount of such Net Cash Proceeds as otherwise required above until the aggregate amount of all such Net Cash Proceeds received whose application is deferred by virtue of this proviso equals $50,000,000 (whereupon the full amount of such Net Cash Proceeds (and not just the excess over $50,000,000) shall be applied as otherwise required by this clause (y) (without regard to this proviso)) and (z) and on the Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any sale or other disposition by it of the capital stock of Amgen Inc., in an amount equal to the amount by which the Net Cash Proceeds from such sale or disposition exceed the Amgen Retained Amount, (II) on December 31, 2002, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 66-2/3% of the Maximum Commitment Amount and (III) on the date which is nine months after the Effective Date, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 33-1/3% of the Maximum Commitment AmountAlternate Currency. (c) The Commitments once terminated or reduced pursuant to this subsection may not be reinstated.

Reductions in Commitments. (a) The Company shall have may permanently reduce (i) the right to terminate Aggregate Revolving Loan Commitment in whole, or reduce in part ratably among the unused portion Lenders, in an aggregate minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess of that amount (unless the Aggregate Revolving Loan Commitment is reduced in whole), or (ii) the Swing Line Commitments in whole or in part in amounts of $5,000,000 upon at any time or from time to time upon not less than least three (3) Business Days' Day's prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reductionAgent, which notice shall specify the effective date thereof and the amount of any such reduction or (which iii) in whole and terminate the Aggregate Term Loan Commitment upon any reduction in whole of the Aggregate Revolving Loan Commitment; provided, however, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Revolving Credit Obligations or below the aggregate amount of the Swing Line Commitments. All accrued commitment fees shall be in a minimum amount of $50,000,000 or a whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Administrative Agent, provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Committed Rate Loans made payable on the effective date thereofof any termination of all or any part the obligations of the Lenders to make Loans hereunder. Each Subsidiary Borrower may, upon three (3) Business Days prior written notice to the Administrative Agent and to the applicable Alternate Currency Bank, terminate entirely at any time or reduce from time to time by an aggregate amount of $5,000,000 or any larger multiple of $1,000,000 (or as set forth on the applicable Alternate Currency Addendum), the then unused portions of the applicable Alternate Currency Commitment as specified by the applicable Subsidiary Borrower in such notice to the Administrative Agent and the applicable Alternate Currency Bank; provided, however, that at no time shall the Alternate Currency Commitment of any Lender in respect of any Alternate Currency be reduced to an amount less than the total outstanding principal amount of the Aggregate all Alternate Currency Loans would exceed the Aggregate Commitments then in effect. (b) The Aggregate Commitments shall be reduced (I) (w) on the tenth Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to 100% of such Net Cash Proceeds, (x) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale, issuance or incurrence of Designated Equity or Designated Debt Securities, Lender made in an amount equal to 100% of such Net Cash Proceeds, (y) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any Receivables Securitization, in an amount equal to 100% of such Net Cash Proceeds, provided that in connection with the receipt of any Net Cash Proceeds from any Receivables Securitization after the first reduction of the Aggregate Commitments as the result of the application of this clause (y), the Aggregate Commitments shall not be reduced by the amount of such Net Cash Proceeds as otherwise required above until the aggregate amount of all such Net Cash Proceeds received whose application is deferred by virtue of this proviso equals $50,000,000 (whereupon the full amount of such Net Cash Proceeds (and not just the excess over $50,000,000) shall be applied as otherwise required by this clause (y) (without regard to this proviso)) and (z) and on the Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any sale or other disposition by it of the capital stock of Amgen Inc., in an amount equal to the amount by which the Net Cash Proceeds from such sale or disposition exceed the Amgen Retained Amount, (II) on December 31, 2002, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 66-2/3% of the Maximum Commitment Amount and (III) on the date which is nine months after the Effective Date, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 33-1/3% of the Maximum Commitment AmountAlternate Currency. (c) The Commitments once terminated or reduced pursuant to this subsection may not be reinstated.

Reductions in Commitments. Subject to the limitations set forth below: (a) The Company shall have the right to terminate or Borrower may permanently reduce the unused portion aggregate A-Commitments and/or aggregate B-Commitments, in whole, or ratably among the Groups in part, in a minimum amount of the Commitments $10,000,000 (or a larger integral multiple of $1,000,000), upon at any time or from time to time upon not less than three least fifteen (15) Business Days' prior ’ written notice to the Administrative Agent Co-Agents (which shall notify the Lenders thereof as soon as practicable) of each such termination or reductioneach, a “Commitment Reduction Notice”), which notice shall specify the effective date thereof aggregate amount of any such reduction of the aggregate A-Commitments or the aggregate B-Commitments and PNC’s, the Atlantic Liquidity Banks’ and the Gotham Liquidity Banks’ respective Ratable Shares thereof; and (b) The Borrower may permanently reduce the LC Commitment, in whole, or in part, in a minimum amount of $2,000,000 (or a larger integral multiple of $1,000,000), upon at least fifteen (15) Business Days’ written notice to the LC Issuer and the Co-Agents, which notice shall specify the amount of any such reduction of the LC Commitment and PNC’s, the Atlantic Liquidity Banks’ and the Gotham Liquidity Banks’ respective Ratable Shares of such amount (which each such notice, an “LC Commitment Reduction Notice”). Each reduction of the LC Commitment shall be in a minimum automatically reduce the Committed Lenders’ LC Participation Commitments by their respective Ratable Shares of the amount of $50,000,000 the reduction of the LC Commitment, but the LC Participation Commitments may not otherwise be reduced. Notwithstanding the foregoing, (i) no A-Commitment or B-Commitment may be reduced below the aggregate outstanding Principal balance of the Loans thereunder unless accompanied by a whole multiple simultaneous prepayment of $5,000,000 such Principal in the amount of the excess thereofPrincipal, (ii) the LC Commitment may not be reduced below the aggregate Face Amount Outstanding unless accompanied by a simultaneous deposit to the LC Collateral Account in the amount of any excess Face Amount Outstanding; and shall (iii) the aggregate LC Participation Commitments may not be irrevocable reduced below the LC Commitment. In addition to and effective only upon receipt by without limiting any other requirements for termination, prepayment and/or the funding of the LC Collateral Account hereunder, no termination of the Administrative Agent, provided that no such reduction or termination ’s security interest in the Collateral shall be permitted if after giving effect thereto, effective unless and to any prepayments of the Committed Rate Loans made on the effective date thereof, the then outstanding principal amount of the Aggregate Loans would exceed the Aggregate Commitments then in effect. (b) The Aggregate Commitments shall be reduced (I) (w) on the tenth Business Day following the date of receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Designated Asset Sale, in an amount equal to 100% of such Net Cash Proceeds, until (x) the amount on deposit in the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any sale, issuance or incurrence of Designated Equity or Designated Debt Securities, in an amount LC Collateral Account is at least equal to 100% of such Net Cash Proceedsthe then Outstanding Face Amount plus the Expected LC Fees, (y) on the Business Day following the date of receipt by the Company or any Subsidiary of the Net Cash Proceeds of any Receivables Securitization, in an amount equal to 100% of such Net Cash Proceeds, provided that in connection with the receipt of any Net Cash Proceeds from any Receivables Securitization after the first reduction of the Aggregate Commitments as the result of the application of this clause (y), the Aggregate Commitments shall not be Principal is reduced by the amount of such Net Cash Proceeds as otherwise required above until the aggregate amount of all such Net Cash Proceeds received whose application is deferred by virtue of this proviso equals $50,000,000 (whereupon the full amount of such Net Cash Proceeds (and not just the excess over $50,000,000) shall be applied as otherwise required by this clause (y) (without regard to this proviso)) zero and (z) all accrued and on unpaid fees and all other amounts owed to the Business Day following Agents, the date of receipt by LC Issuer or the Company or any Subsidiary of any Net Cash Proceeds from any sale or other disposition by it Lenders under this Agreement and each of the capital stock of Amgen Inc., other Transaction Documents have been paid in an amount equal full. Each Commitment Reduction Notice shall be irrevocable once delivered to the amount by which Co-Agents and, as applicable, the Net Cash Proceeds from such sale or disposition exceed the Amgen Retained Amount, (II) on December 31, 2002, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 66-2/3% of the Maximum Commitment Amount and (III) on the date which is nine months after the Effective Date, by such amount (if any) as is required to reduce on such date the Aggregate Commitments to 33-1/3% of the Maximum Commitment AmountLC Issuer. (c) The Commitments once terminated or reduced pursuant to this subsection may not be reinstated.