Common use of Mandatory Commitment Reductions Clause in Contracts

Mandatory Commitment Reductions. (a) The Total Refinancing Loan Commitment and the Total Additional Loan Commitment shall be subject to reduction (i) on September 30 of each year and (ii) on the second Business Day following each date on which 50% of the aggregate Net Cash Proceeds received in respect of Asset Sales and in respect of transactions described in Section 6.05(e), and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a), equals or exceeds $5,000,000. The amount of the reduction on each such applicable date shall equal 50% of the Net Cash Proceeds received on or prior to such date (or, in the case of clause (ii) in the preceding sentence on or prior to the second Business Day immediately preceding such date) and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a). If during the one-year period following any Asset Sale or transaction described in Section 6.05(e), the Borrowers and the Guarantors have not reinvested in their businesses an amount equal to 50% of the Net Cash Proceeds from such Asset Sale or transaction, the Total Refinancing Loan Commitment and the Total Additional Loan Commitment shall be further reduced on the first anniversary of such Asset Sale or transaction by the portion of such amount not so reinvested. Notwithstanding anything to the contrary in this Section 2.12(a), the Borrowers may elect, with respect to the initial $50,000,000 of reductions in Commitments required by this Section 2.12(a), by giving notice by telephone (promptly confirmed by writing or telecopy notice) prior to any reduction pursuant to this Section 2.12(a), to cause all or any portion of the applicable Net Cash Proceeds to reduce the Total Additional Loan Commitment or the Total Refinancing Loan Commitment or both. All other reductions in Commitments under this Section 2.12(a) shall be applied pro rata between the Total Refinancing Loan Commitment and the Total Additional Loan Commitment. Each reduction under this Section 2.12(a) shall be effected in accordance with Section 2.11(b). (b) Each reduction in the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among the Lenders in accordance with their respective Refinancing Loan Commitments or Additional Loan Commitments, as applicable. The Borrowers shall pay to the Administrative Agent for the account of the Lenders, on the date of each reduction, the Commitment Fee on the amount of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, so reduced accrued to (but excluding) the date of such reduction. (c) If following any reduction of the Total Refinancing Loan Commitment pursuant to Section 2.12 and any payments required pursuant to Section 2.11(b)(ii), the Total Refinancing Loan Commitment is less than the aggregate L/C Exposure, the Borrowers shall, on the date of such reduction, provide cash collateral, in accordance with Section 2.21(j), in an amount equal to the amount that the aggregate L/C Exposure exceeds the Total Refinancing Loan Commitment upon such date of reduction. (d) The Borrowers shall deliver to the Administrative Agent, at the time of each reduction required under Section 2.12(a), a certificate signed by a Financial Officer of the Parent Borrower setting forth in reasonable detail the calculation of the amount of such reduction.

Mandatory Commitment Reductions. (a) The Total Refinancing Loan Commitment and the Total Additional Loan Aggregate Commitment shall be subject to reduction (i) on September 30 of each year automatically and (ii) permanently reduced by the following amounts on the second Business Day following each date on which 50% dates: Date Reduction Amount July 29, 2000 $2,333,333 July 29, 2001 $2,333,333 July 29, 2002 $2,333,334 or such other amount as shall then be outstanding (b) The Aggregate Commitment shall also be automatically and permanently reduced, concurrently with the receipt thereof by the Borrower or any Subsidiary, by an amount equal to one-third of the aggregate Net Cash Available Proceeds received realized upon the sale by the Borrower or such Subsidiary of any equity securities, including without limitation, proceeds realized upon the exercise of any options, warrants or similar instruments for the purchase of such equity securities. Contemporaneously with any automatic reductions in respect of Asset Sales and in respect of transactions described in Section 6.05(e), and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Aggregate Commitment pursuant to this Section 2.12(a2.7(b), equals or exceeds $5,000,000. The the Borrower shall prepay the Loans in any amount equal to the lesser of (i) the outstanding principal amount of the reduction on each such applicable date shall equal 50% of the Net Cash Proceeds received on or prior to such date (or, in the case of clause Loans and (ii) the amount of such reduction; provided, that no such prepayment shall be required if, at such time, the Borrower could satisfy the conditions set forth in Section 4.2(a) and (b) for the reborrowing thereof. The preceding sentence shall not affect the obligations of the Borrower under Section 2.1(b). (c) Mandatory commitment reductions under this Section 2.7 shall be cumulative and in addition to reductions occurring pursuant to Section 2.4(b). Any mandatory commitment reduction under Section 2.7(b) or voluntary commitment reduction pursuant to Section 2.4(b) shall be applied to the mandatory commitment reductions required to be made pursuant to Section 2.7(a) in the preceding sentence on or prior to inverse order of maturity. (d) Any reduction in the second Business Day immediately preceding such date) and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Aggregate Commitment pursuant to this Section 2.12(a). If during the one-year period following any Asset Sale 2.7 or transaction described in Section 6.05(e), the Borrowers and the Guarantors have not reinvested in their businesses an amount equal to 50% of the Net Cash Proceeds from such Asset Sale or transaction, the Total Refinancing Loan Commitment and the Total Additional Loan Commitment otherwise shall be further reduced on the first anniversary of such Asset Sale or transaction by the portion of such amount not so reinvested. Notwithstanding anything to the contrary in this Section 2.12(a), the Borrowers may elect, with respect to the initial $50,000,000 of reductions in Commitments required by this Section 2.12(a), by giving notice by telephone (promptly confirmed by writing or telecopy notice) prior to any reduction pursuant to this Section 2.12(a), to cause all or any portion of the applicable Net Cash Proceeds to ratably reduce the Total Additional Loan Commitment or the Total Refinancing Loan Commitment or both. All other reductions in Commitments under this Section 2.12(a) shall be applied pro rata between the Total Refinancing Loan Commitment and the Total Additional Loan Commitment. Each reduction under this Section 2.12(a) shall be effected in accordance with Section 2.11(b). (b) Each reduction in the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among the Lenders in accordance with their respective Refinancing Loan Commitments or Additional Loan Commitments, as applicable. The Borrowers shall pay to the Administrative Agent for the account of the Lenders, on the date of each reduction, the Commitment Fee on the amount of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, so reduced accrued to (but excluding) the date of such reductionLender. (c) If following any reduction of the Total Refinancing Loan Commitment pursuant to Section 2.12 and any payments required pursuant to Section 2.11(b)(ii), the Total Refinancing Loan Commitment is less than the aggregate L/C Exposure, the Borrowers shall, on the date of such reduction, provide cash collateral, in accordance with Section 2.21(j), in an amount equal to the amount that the aggregate L/C Exposure exceeds the Total Refinancing Loan Commitment upon such date of reduction. (d) The Borrowers shall deliver to the Administrative Agent, at the time of each reduction required under Section 2.12(a), a certificate signed by a Financial Officer of the Parent Borrower setting forth in reasonable detail the calculation of the amount of such reduction.

Mandatory Commitment Reductions. (a) The Total Refinancing Loan Commitment and Unless the Total Additional Loan Commitment Majority Lenders ------------------------------- shall otherwise agree, if any Capital Stock shall be subject issued (other than to reduction the Permitted Investors) by the Borrower or by Holdings (iif any such holding company exists or is created) on September 30 of each year and (ii) on the second Business Day following each date on which 50% of the aggregate Net Cash Proceeds received in respect of Asset Sales and in respect of transactions described in Section 6.05(e), and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a)public offering consummated after July 1, equals or exceeds $5,000,000. The amount of the reduction on each such applicable date shall equal 50% of the Net Cash Proceeds received on or prior to such date (or2001, in the case of clause (ii) in the preceding sentence on or prior to the second Business Day immediately preceding such date) and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a). If during the one-year period following any Asset Sale or transaction described in Section 6.05(e), the Borrowers and the Guarantors have not reinvested in their businesses an amount equal to 50% of the Net Cash Proceeds from such Asset Sale or transaction, the Total Refinancing Loan Commitment and the Total Additional Loan Commitment shall be further reduced on the first anniversary of such Asset Sale or transaction by the portion of such amount not so reinvested. Notwithstanding anything to the contrary in this Section 2.12(a), the Borrowers may elect, with respect to the initial $50,000,000 of reductions in Commitments required by this Section 2.12(a), by giving notice by telephone (promptly confirmed by writing or telecopy notice) prior to any reduction pursuant to this Section 2.12(a), to cause all or any portion of the applicable Net Cash Proceeds to reduce the Total Additional Loan Commitment or the Total Refinancing Loan Commitment or both. All other reductions in Commitments under this Section 2.12(a) thereof shall be applied pro rata between on the Total Refinancing Loan Commitment and date of such issuance toward the Total Additional Loan Commitment. Each reduction under this Section 2.12(a) shall be effected in accordance with Section 2.11(b)of the Revolving Commitments. (b) Unless the Majority Lenders shall otherwise agree, if on any date Holdings (if any such holding company exists or its created), the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, such Net Cash Proceeds shall be applied on such date toward the reduction of the Revolving Commitments; provided, that, notwithstanding the -------- foregoing, (i) the aggregate Net Cash Proceeds of Asset Sales that may be excluded from the foregoing requirement pursuant to a Reinvestment Notice shall not exceed $500,000 in any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the reduction of the Revolving Commitments. (c) Unless the Majority Lenders shall otherwise agree, if, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2001, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow toward the reduction of the Revolving Commitments. Each such prepayment and commitment reduction in the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among on a date (an "Excess Cash Flow Application ---------------------------- Date") no later than five days after the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (d) Amounts to be applied in accordance connection with their respective Refinancing Loan reductions of the Revolving Commitments or Additional Loan made pursuant to this Section 2.8 shall reduce permanently the Revolving Commitments. Any such reduction of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving Extensions of Credit exceed the amount of the Total Revolving Commitments as applicable. The Borrowers shall pay so reduced, provided that if the aggregate principal -------- amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof), the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the account benefit of the LendersLenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to this Section 2.8 shall be made, on the date of each reductionfirst, the Commitment Fee on the amount to Base ----- Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Total Refinancing Loan Commitment or Revolving ------ Loans under this Section 2.8 (except in the Total Additional Loan Commitment, as applicable, so reduced case of Revolving Loans that are Base Rate Loans) shall be accompanied by accrued interest to (but excluding) the date of such reduction. (c) If following any reduction of the Total Refinancing Loan Commitment pursuant to Section 2.12 and any payments required pursuant to Section 2.11(b)(ii), the Total Refinancing Loan Commitment is less than the aggregate L/C Exposure, the Borrowers shall, prepayment on the date of such reduction, provide cash collateral, in accordance with Section 2.21(j), in an amount equal to the amount that the aggregate L/C Exposure exceeds the Total Refinancing Loan Commitment upon such date of reductionprepaid. (d) The Borrowers shall deliver to the Administrative Agent, at the time of each reduction required under Section 2.12(a), a certificate signed by a Financial Officer of the Parent Borrower setting forth in reasonable detail the calculation of the amount of such reduction.

Mandatory Commitment Reductions. (a) The Total Refinancing Loan In addition to the Aggregate Commitment and the Total Additional Loan Commitment shall be subject reductions required pursuant to reduction Section 2.4(c): (i) on September 30 of each year and (ii) on concurrently with the second Business Day following each date on which 50% of receipt thereof by the aggregate Net Cash Proceeds received in respect of Asset Sales and in respect of transactions described in Section 6.05(e), and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment Borrower or the Total Additional Loan Commitment pursuant to this Section 2.12(a), equals or exceeds $5,000,000. The amount of the reduction on each such applicable date shall equal 50% of the Net Cash Proceeds received on or prior to such date any Subsidiary (or, in the case of clause a prepayment of Eurodollar Loans, on the last day of the current Interest Period for such Eurodollar Loans), the Aggregate Commitment shall be automatically and permanently reduced by an amount equal to 100% of the Net Available Proceeds realized upon any Asset Disposition; (ii) concurrently with the receipt thereof by Acquisition Corp., the Borrower or any Subsidiary (or, in the preceding sentence case of a prepayment of Eurodollar Loans, on the last day of the current Interest Period for such Eurodollar Loans), the Aggregate Commitment shall be automatically and permanently reduced by an amount equal to 100% of the Net Available Proceeds realized upon the sale by Acquisition Corp., the Borrower or such (A) if the Initial Public Offering occurs on or prior to June 30, 1993, then the second Business Day immediately preceding such date) and not previously taken into account in a prior reduction Borrower may elect to contribute up to 80% of the Total Refinancing Loan Commitment Net Available Proceeds thereof to the surplus of URC; (B) if the Initial Public Offering occurs after June 30, 1993 and on or prior to June 30, 1994, then the Total Additional Loan Commitment pursuant Borrower may elect to this Section 2.12(a). If during the one-year period following any Asset Sale or transaction described in Section 6.05(e), the Borrowers and the Guarantors have not reinvested in their businesses an amount equal contribute up to 50% of the Net Cash Available Proceeds from such Asset Sale thereof to the surplus of URC; (C) if the Initial Public Offering occurs after June 30, 1994 and on or transactionprior to June 30, 1995, then the Total Refinancing Loan Commitment and Borrower may elect to contribute up to 25% of the Total Additional Loan Net Available Proceeds thereof to the surplus of URC; and (D) no reduction in the Aggregate Commitment shall be further reduced on the first anniversary of such Asset Sale or transaction by the portion of such amount not so reinvested. Notwithstanding anything to the contrary in this Section 2.12(a), the Borrowers may elect, occur with respect to the initial $50,000,000 of reductions in Commitments required by this Section 2.12(a), by giving notice by telephone (promptly confirmed by writing or telecopy notice) prior to any reduction pursuant to this Section 2.12(a), to cause all or any portion of the applicable Initial Public Offering Net Cash Available Proceeds which are contributed to reduce the Total Additional Loan surplus of URC as permitted by (A) - (C) above within five (5) Business Days after receipt by the Borrower or Acquisition Corp., as applicable, of such proceeds. If such proceeds are not so contributed in their entirety within such time period, then the Aggregate Commitment or the Total Refinancing Loan Commitment or both. All other reductions in Commitments under this Section 2.12(a) shall be applied pro rata between reduced by the Total Refinancing Loan amount of any uncontributed portion thereof on the sixth Business Day following receipt of such proceeds; and (iii) at the election of the Required Lenders, the Aggregate Commitment and the Total Additional Loan Commitment. Each reduction under this Section 2.12(a) shall be effected reduced to zero (A) following the publication of any A.M. Best rating of any Insurance Subsidiary evidencing a decline therein or (B) in accordance with Section 2.11(b)the event that URC is no longer rated by A.M. Best. (b) Each Any reduction in the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among the Lenders in accordance with their respective Refinancing Loan Commitments or Additional Loan Commitments, as applicable. The Borrowers shall pay to the Administrative Agent for the account of the Lenders, on the date of each reduction, the Commitment Fee on the amount of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, so reduced accrued to (but excluding) the date of such reduction. (c) If following any reduction of the Total Refinancing Loan Aggregate Commitment pursuant to this Section 2.12 and any payments required pursuant to Section 2.11(b)(ii), or otherwise shall ratably reduce the Total Refinancing Loan Commitment is less than the aggregate L/C Exposure, the Borrowers shall, on the date of such reduction, provide cash collateral, in accordance with Section 2.21(j), in an amount equal to the amount that the aggregate L/C Exposure exceeds the Total Refinancing Loan Commitment upon such date of reduction. (d) The Borrowers shall deliver to the Administrative Agent, at the time of each reduction required under Section 2.12(a), a certificate signed by a Financial Officer of the Parent Borrower setting forth Lender in reasonable detail the calculation of the amount of such reductionproportion to each Lender's Commitment.