Common use of Changes in Commitments Clause in Contracts

Changes in Commitments. With effect from and including the Amendment Effective Date, (i) each Person listed on Appendix A hereto that is not a party to the Existing Credit Agreement (each, a “New Lender” and, together with each Person that is not an Exiting Lender, the “Continuing Lenders”) shall become a Lender party to the Amended Credit Agreement, (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto and (iii) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. On the Amendment Effective Date, any Lender whose name does not appear on Appendix A (each, an “Exiting Lender”) shall cease to be a Lender party to the Credit Agreement, and all accrued fees and other amounts payable under the Credit Agreement for the account of each Exiting Lender shall be due and payable on such date; provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender after the Amendment Effective Date. On the Amendment Effective Date, the Commitment Ratio of the Continuing Lenders shall be redetermined giving effect to the adjustments to the Commitments referred to in this Section 3, and the participations of the Continuing lenders in and the obligations of the Continuing Lenders in respect of any Letters of Credit outstanding on the Amendment Effective Date shall be reallocated to reflect such redetermined Commitment Ratio.

Changes in Commitments. With effect from and including the Amendment Effective Date, (i) each Person listed on Appendix A Schedule 1 hereto that is not a party to the Existing Credit Agreement (each, a “New Lender” and, together with each Person Lender that is not an Exiting Lender, the “Continuing Lenders”) shall become a Lender party to the Amended Credit Agreement, (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto Schedule 1 and (iii) each JLA Issuing Bank shall have the Fronting Sublimit Commitment Appendix set forth in on Schedule 1 hereto shall replace the Commitment Appendix B. attached to the Credit Agreement. On the Amendment Effective Date, any Lender whose name does not appear on Appendix A Commitment is changed to zero (each, an “Exiting Lender”) shall cease to be a Lender party to the Credit Agreement, and all accrued fees and other amounts payable under the Credit Agreement for the account of each Exiting Lender shall be due and payable on such date; provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender after the Amendment Effective Date. On the Amendment Effective Date, the Commitment Ratio of the Continuing Lenders shall be redetermined giving effect to the adjustments to the Commitments referred to in this Section 35, and the participations of the Continuing lenders in and the obligations of the Continuing Lenders in respect of any Letters of Credit outstanding on the Amendment Effective Date shall be reallocated to reflect such redetermined Commitment Ratio.

Changes in Commitments. With effect (1) Borrowers may at any time and from time to time permanently reduce in whole or ratably in part the aggregate amount of the Revolving Credit Commitments to an amount not less than the then existing Revolving Credit Extensions of Credit, by giving Agent not fewer than ten (10) Business Days’ (or thirty (30) Business Days’ if the Revolving Credit Commitments are to be reduced or terminated in their entirety) written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share thereof. After each such reduction, the commitment fees payable hereunder shall be calculated upon the Revolving Credit Committed Amount of all of the Lenders as so reduced. If Borrowers reduce in whole the Revolving Credit Commitments of the Lenders, on the effective date of such reduction (Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest and commitment and other fees accrued and unpaid, and provided that no Letter of Credit Exposure or Swingline Loans shall exist), all of the Revolving Credit Notes and the Swing Line Note shall be delivered to Agent marked “Canceled” and Agent shall redeliver such Notes to Borrower. Any partial reduction in the Revolving Credit Committed Amount of all of the Lenders shall be effective from the effective date of such reduction as provided above through and including the Amendment Effective Revolving Credit Maturity Date. (2) Borrowers may seek, at their option, upon at least ten (10) Business Days’ prior written notice to the Agent, to increase the Aggregate Commitment by an amount of up to, but not exceeding, an additional Sixty Million Dollars ($60,000,000) over the Aggregate Commitment in effect on the Closing Date,; provided that any such increase in the Aggregate Commitment shall be in an aggregate amount, for all of the Lenders, of not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000). Such notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. The Borrowers may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or, with the prior written consent of the Agent, on a non pro-rata basis to one or more Lenders and/or to other banks or financial institutions reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until (i) each Person listed on Appendix A hereto that is not a party (A) the existing or new Lenders extending such incremental Revolving Credit Commitment amount and the Borrowers shall have delivered to the Existing Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender confirms the amount of its Revolving Credit Agreement (eachCommitment increase, a “New Lender” and, together with each Person that is not an Exiting Lender, any such new Lender states its Revolving Credit Commitment amount and agrees to assume and accept the “Continuing Lenders”) shall become obligations and rights of a Lender party hereunder, and the Borrowers accept such incremental Revolving Credit Commitments, and (B) Borrowers shall have executed and delivered to Agent and the Amended Lenders such replacement or additional Revolving Credit AgreementNotes as shall be required by Agent, and (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto and (iii) each JLA Issuing Bank Guarantors shall have the Fronting Sublimit set forth in Appendix B. On the Amendment Effective Date, any Lender whose name does not appear on Appendix A (each, an “Exiting Lender”) shall cease to be a Lender party delivered to the Credit Agreement, and all accrued fees and other amounts payable Agent a signed acknowledgment confirming their continuing obligations under the Credit Agreement for the account of each Exiting Lender shall be due and payable on such date; provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender Guarantees after the Amendment Effective Date. On the Amendment Effective Date, the Commitment Ratio of the Continuing Lenders shall be redetermined giving effect to the adjustments to contemplated increase in the Commitments referred to in this Section 3Aggregate Commitment. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the participations existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding Loan (if any) such that, after giving effect thereto, all such Loans are held ratably by the Continuing lenders in and the obligations of the Continuing Lenders in respect of any Letters of proportion to their respective Revolving Credit outstanding on Commitments. Assignments pursuant to the Amendment Effective Date preceding sentence shall be reallocated made in exchange for the principal amount assigned plus accrued and unpaid interest. Entitlement to reflect ongoing commitment fees under Section 2.02(a) or letter of credit fees under Section 3.02(a), as applicable, shall be allocated ratably to the Lenders following such redetermined increase in proportion to the new Revolving Credit Commitments based upon the date such new Revolving Credit Commitment Ratioamounts become effective.

Changes in Commitments. With effect (1) Borrowers may at any time and from time to time permanently reduce in whole or ratably in part the aggregate amount of the Revolving Credit Commitments to an amount not less than the then existing Revolving Credit Extensions of Credit, by giving Agent not fewer than ten (10) Business Days’ (or thirty (30) Business Days’ if the Revolving Credit Commitments are to be reduced or terminated in their entirety) written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share thereof. After each such reduction, the commitment fees payable hereunder shall be calculated upon the Revolving Credit Committed Amount of all of the Lenders as so reduced. If Borrowers reduce in whole the Revolving Credit Commitments of the Lenders, on the effective date of such reduction (Borrowers having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest and commitment and other fees accrued and unpaid, and provided that no Letter of Credit Exposure or Swingline Loans shall exist), all of the Revolving Credit Notes and the Swing Line Note shall be delivered to Agent marked “Canceled” and Agent shall redeliver such Notes to Borrower. Any partial reduction in the Revolving Credit Committed Amount of all of the Lenders shall be effective from the effective date of such reduction as provided above through and including the Amendment Effective Revolving Credit Maturity Date. (2) Borrowers may seek at their option, upon at least ten (10) Business Days’ prior written notice to the Agent, to increase the Aggregate Commitment by an amount up to, but not exceeding, an additional One Hundred Million Dollars ($100,000,000) over the Aggregate Commitment in effect on the Closing Date; provided that any such increase in the Aggregate Commitment shall be, in an aggregate amount, for all of the Lenders, not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000). Such notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Event of Default has occurred and is continuing. The Borrowers may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or, with the prior written consent of the Agent, on a non pro-rata basis to one or more Lenders and/or to other banks or financial institutions reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until (i) each Person listed on Appendix A hereto that is not a party (A) the existing or new Lenders extending such incremental Revolving Credit Commitment amount and the Borrowers shall have delivered to the Existing Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender confirms the amount of its Revolving Credit Agreement (eachCommitment increase, a “New Lender” and, together with each Person that is not an Exiting Lender, any such new Lender states its Revolving Credit Commitment amount and agrees to assume and accept the “Continuing Lenders”) shall become obligations and rights of a Lender party hereunder, and the Borrowers accept such incremental Revolving Credit Commitments, and (B) Borrowers shall have executed and delivered to Agent and the Amended Lenders such replacement or additional Revolving Credit AgreementNotes as shall be required by Agent, and (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto and (iii) each JLA Issuing Bank Guarantors shall have the Fronting Sublimit set forth in Appendix B. On the Amendment Effective Date, any Lender whose name does not appear on Appendix A (each, an “Exiting Lender”) shall cease to be a Lender party delivered to the Credit Agreement, and all accrued fees and other amounts payable Agent a signed acknowledgment confirming their continuing obligations under the Credit Agreement for the account of each Exiting Lender shall be due and payable on such date; provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender Guarantees after the Amendment Effective Date. On the Amendment Effective Date, the Commitment Ratio of the Continuing Lenders shall be redetermined giving effect to the adjustments to contemplated increase in the Commitments referred to in this Section 3Aggregate Commitment. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the participations existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding Loan (if any) such that, after giving effect thereto, all such Loans are held ratably by the Continuing lenders in and the obligations of the Continuing Lenders in respect of any Letters of proportion to their respective Revolving Credit outstanding on Commitments. Assignments pursuant to the Amendment Effective Date preceding sentence shall be reallocated made in exchange for the principal amount assigned plus accrued and unpaid interest. Entitlement to reflect ongoing commitment fees under Section 2.02(a) or letter of credit fees under Section 3.02(a), as applicable, shall be allocated ratably to the Lenders following such redetermined increase in proportion to the new Revolving Credit Commitments based upon the date such new Revolving Credit Commitment Ratioamounts become effective.

Changes in Commitments. With effect from and ---------------------- including the Amendment 1998 Effective Date, (i) each Person listed on Appendix A hereto the signature pages hereof that is not a party to the Existing Credit Agreement (each, a “"New Lender” and, together with each Person that is not an Exiting Lender, the “Continuing Lenders”") shall become a Lender party to the Amended Credit Agreement, Agreement and (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto and (iii) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. On the Amendment Effective Date, any signature pages hereof. Any Lender whose name does not appear on Appendix A Commitment is changed to zero (each, an “"Exiting Lender”") shall upon the 1998 Effective Date cease to be a Lender party to the Agreement (and, without omitting the generality of the foregoing, its participation in any outstanding Participated Letter of Credit Agreementshall automatically be canceled without any further action), and all accrued fees Fees and other amounts (other than principal and interest) payable under the Credit Agreement for the account of each an Exiting Lender shall to the 1998 Effective Date shall, notwithstanding the provisions of Article 2 of the Agreement, be due and payable for the account of such Exiting Lender on such datethe 1998 Effective Date; provided that the provisions of Sections 2.128.3, 2.16, 2.17 8.4 and 9.03 9.3 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender and, provided further that each Exiting Lender shall continue to be bound -------- ------- by Section 9.8 of the Agreement with respect to information provided to it prior to such date. The calculation of accrued Fees payable to each continuing Lender on the first Quarterly Date or other date after the Amendment 1998 Effective DateDate on which Fees are payable shall reflect any changes in the Commitments of such Lenders made pursuant to this Section 5 and, notwithstanding the provisions of Section 2.13 of the Agreement, shall be paid to each such Lender accordingly. On If Loans are outstanding on the Amendment 1998 Effective DateDate and, as a result of changes in the Commitments of the Lenders, such Loans are not held by the continuing Lenders ratably in proportion to their Commitments, the Commitment Ratio of the Continuing Lenders shall be redetermined (including New Lenders and Exiting Lenders) shall, as appropriate, buy and sell such Loans such that, after giving effect to the adjustments to the Commitments referred to in this Section 3such purchases, such Loans are held ratably, and the participations Section 2.14 of the Continuing lenders in and the obligations of the Continuing Lenders in respect of Agreement shall apply to any Letters of Credit outstanding on the Amendment Effective Date shall be reallocated to reflect such redetermined Commitment Ratiopurchases.

Changes in Commitments. With effect (i) Borrower may at any time and from time to time permanently reduce in whole or ratably in part the aggregate amount of the Revolving Credit Commitments to an amount not less than the then existing Revolving Credit Extensions of Credit, by giving Agent not fewer than ten Business Days’ written notice of such reduction, provided that any such partial reduction shall be in an aggregate amount, for all of the Lenders, of not less than Five Million Dollars ($5,000,000), increased by increments of One Million Dollars ($1,000,000). Agent shall promptly notify each Lender of the date of each such reduction and such Lender’s proportionate share thereof. After each such reduction, the commitment fees payable hereunder shall be calculated upon the Revolving Credit Committed Amount of all of the Lenders as so reduced. If Borrower reduces in whole the Revolving Credit Commitments of the Lenders, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the Loans, together with all interest and commitment and other fees accrued and unpaid, and provided that no Letter of Credit Exposure or Swingline Loans shall exist), all of the Revolving Credit Notes and the Swing Line Note shall be delivered to Agent marked “Canceled” and Agent shall redeliver such Notes to Borrower. Any partial reduction in the Revolving Credit Committed Amount of all of the Lenders shall be effective from the effective date of such reduction as provided above through and including the Amendment Effective Revolving Credit Maturity Date. (ii) Borrower may seek at its option, upon at least ten Business Days’ prior written notice to the Agent, to increase the Aggregate Commitment by an amount up to, but not exceeding, an additional One Hundred Million Dollars ($100,000,000) over the Aggregate Commitment in effect on the Closing Date; provided that any such increase in the Aggregate Commitment shall be, in an aggregate amount, for all of the Lenders, not less than Ten Million Dollars ($10,000,000), increased by increments of One Million Dollars ($1,000,000). Such notice shall specify the amount of any such increase and shall be delivered at a time when no Potential Default or Event of Default has occurred and is continuing. The Borrower shall, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on a ratable basis to the Lenders. If the Lenders do not accept the offered increase on a ratable basis, the amount of the increase not so accepted may be offered on a non pro-rata basis to one or more Lenders and/or to other banks or financial institutions reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until (i) each Person listed on Appendix A hereto that is not a party (A) the existing or new Lenders extending such incremental Revolving Credit Commitment amount and the Borrower shall have delivered to the Existing Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender confirms the amount of its Revolving Credit Agreement (eachCommitment increase, a “New Lender” and, together with each Person that is not an Exiting Lender, any such new Lender states its Revolving Credit Commitment amount and agrees to assume and accept the “Continuing Lenders”) shall become obligations and rights of a Lender party hereunder, and the Borrower accepts such incremental Revolving Credit Commitments, and (B) Borrower shall have executed and delivered to Agent and the Amended Lenders such replacement or additional Revolving Credit AgreementNotes as shall be required by Agent, and (ii) the Commitment of each Lender shall be the amount set forth opposite the name of such Lender on Appendix A hereto and (iii) each JLA Issuing Bank Guarantors shall have the Fronting Sublimit set forth in Appendix B. On the Amendment Effective Date, any Lender whose name does not appear on Appendix A (each, an “Exiting Lender”) shall cease to be a Lender party delivered to the Credit Agreement, and all accrued fees and other amounts payable Agent a signed acknowledgment confirming their continuing obligations under the Credit Agreement for the account of each Exiting Lender shall be due and payable on such date; provided that the provisions of Sections 2.12, 2.16, 2.17 and 9.03 of the Credit Agreement shall continue to inure to the benefit of each Exiting Lender Guarantees after the Amendment Effective Date. On the Amendment Effective Date, the Commitment Ratio of the Continuing Lenders shall be redetermined giving effect to the adjustments to contemplated increase in the Commitments referred to in this Section 3Aggregate Commitment. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the participations existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Revolving Credit Commitment, of an interest in each then outstanding Loan (if any) such that, after giving effect thereto, all such Loans are held ratably by the Continuing lenders in and the obligations of the Continuing Lenders in respect of any Letters proportion to their respective Revolving Credit Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest. Entitlement to ongoing Commitment Fees under Section 2.02(a) or Letter of Credit outstanding on the Amendment Effective Date Fees under Section 3.02(a), as applicable, shall be reallocated allocated ratably to reflect the Lenders following such redetermined increase in proportion to the new Revolving Credit Commitments based upon the date such new Revolving Credit Commitment Ratioamounts become effective.