Common use of Mandatory Adjustments of Commitments, etc Clause in Contracts

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment shall terminate on the Revolving Loan Commitment Termination Date. (b) The Total A Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of B Term Loans then outstanding and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (d) The Total Acquisition Term Loan Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the Term Commitment and Revolving Loan Commitment of each Lender) shall terminate in its entirety on the Revolving Loan Commitment Termination DateExpiration Date unless the Initial Borrowing Date has occurred on or before such date. (b) The Total A Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Initial Borrowing Date (after giving effect to the amount making of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(asuch date)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Revolving Commitment shall be reduced (i) terminate in its entirety on the Closing Date to the amount of B Term Loans then outstanding and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsFinal Maturity Date. (d) The On each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f) or (g) is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, the Total Acquisition Term Loan Revolving Commitment shall be permanently reduced (i) on by the Acquisition Term Loan Commitment Termination Date to amount, if any, by which the amount required to be applied pursuant to said Section (determined as if an unlimited amount of Acquisition Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentoutstanding. (e) The Total Revolving Loan Commitment If a Change of Control shall occur, the Borrower shall, within five Business Days after the occurrence thereof, give each Lender notice thereof and shall describe in reasonable detail the facts and circumstances giving rise thereto. If, within 30 days of the giving of such notice the Administrative Agent, at the request of the Required Lenders, shall have given written notice to the Borrower that the provisions of this Section 3.03(e) and of Section 4.02(A)(i) shall apply, then each RF Lender may, by written notice to the Borrower and the Maximum Swingline Amount shall be permanently reducedAdministrative Agent given not later than 60 days after such Change of Control, in each case, in the amount and at the time of any payment terminate its Revolving Commitment effective on the Loans required to be applied to tenth day following the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters giving of Credit or Acceptances pursuant to Section 3.02(B)(a)such notice by an RF Lender. (f) Each partial reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Revolving Commitment or the Revolving Loan Commitment, as the case may be, of each BankRF Lender.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan ------------------------------------------ Commitment (and the Commitment of each Lender) shall terminate in its entirety on the Revolving Loan Commitment Termination DateExpiration Date unless the Closing Date has occurred on or before such date. (b) The Total A B Term Loan Commitment shall be reduced (i) be reduced on the Closing Date date any B Term Loans are incurred in an amount equal to the aggregate principal amount of A B Term Loans then outstanding so incurred, (ii) terminate in its entirety (to the extent not theretofore terminated) at 5:00 P.M. (New York time) on the B Termination Date, whether or not any B Term Loans are incurred on such date, (iii) until terminated in full, be reduced on each day on which Term Loans, if still outstanding, would be required to be repaid pursuant to Sections 3.02(A)(c), (e) and (iif) by the amount, if any, by which the amount required to be applied pursuant to said Sections to repay B Term Loans (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid, (iv) terminate in its entirety (to the extent not theretofore terminated) on the date of the initial issuance of any Permitted Subordinated Debt, (v) terminate in its entirety on the day on which a Change of Control occurs and (vi) be increased after any payments of principal on the A B Term Loans are made (other than have been mandatorily repaid pursuant to Section 3.02(A)(a)3.02 or the Total B Term Loan Commitment has been reduced pursuant to clause (iii) or (iv) above in an the aggregate amount equal of such repayment and/or reduction to such paymentsthe extent new B Term Commitments are provided pursuant to a B Term Commitment Renewal. (c) The Total B C Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Date (after giving effect to the amount making of B C Term Loans then outstanding and (ii) Loans-Floating Rate on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(asuch date)) in an aggregate amount equal to such payments. (d) The Total Acquisition Term Loan Revolving Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount June 30, 2001 and on each successive three-month anniversary of Acquisition Term Loans then outstanding and (ii) on the such date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to 1/13th of Total Revolving Commitment outstanding on June 30, 2001 (each such paymentreduction, together with each reduction of the Total Acquisition Commitment required by Section 2.03(e), as the same may be reduced as provided in Section 2.02 and, in the case of the Total Acquisition Commitment, Section 2.03(f), a "Scheduled Reduction"). (e) The Total Revolving Loan Acquisition Commitment and the Maximum Swingline Amount shall be permanently reducedreduced on each of March 31, 2002 and each successive three-month anniversary of such date in each casean aggregate amount equal to 1/10th of the Total Acquisition Commitment outstanding on March 31, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a)2002. (f) Each reduction The Total Revolving Commitment and Total Acquisition Commitment (to the extent outstanding) shall each be reduced on each date on which (x) no Term Loans or termination Term Commitments are outstanding (after giving effect to the application on or prior to such date of the A provisions of Sections 3.02(A) and 2.03(b)) and (y) Term Loan CommitmentLoans, if still outstanding, would be required to be repaid pursuant to Sections 3.02(A)(c), (d), (e), (f) or (g) by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans being repaid and the B Term Loan CommitmentCommitments being reduced as a result of such events, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment with any commitment reduction pursuant to this Section 2.02 2.03(f) to apply pro rata --- ---- between the Total Revolving Commitment and the Total Acquisition Commitment. (g) Each of the Total Revolving Commitment and the Total Acquisition Commitment shall terminate in its entirety on the earlier of (x) the AF/RF Maturity Date and (y) the date on which a Change of Control occurs. (h) Each partial reduction of the Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, under such Facility of each BankLender.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Commitment of each Bank) shall terminate on October 20, 1997 unless the Revolving Loan Commitment Termination DateRestatement Effective Date has occurred on or before such date. (b) The Total A Term Loan Commitment (and the Commitment of each Bank) shall be reduced (i) terminate on the Closing earlier of (x) the Maturity Date to the amount of A Term Loans then outstanding and (iiy) on unless the Required Banks otherwise agree in writing, the date on which any payments Change of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl occurs. (c) The Total B Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of B Term Loans then outstanding and (ii) on Within 5 Business Days following the date on which of receipt thereof by the Borrower and/or any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in its Subsidiaries of Cash Proceeds from any Asset Sale, an aggregate amount equal to 100% of the Net Cash Proceeds from such paymentsAsset Sale shall be applied as a mandatory reduction of the Total Commitment, provided that up to an aggregate of $4,000,000 of Net Cash Proceeds from Asset Sales shall not be required to be used to so reduce the Total Commitment in any fiscal year of the Borrower to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (a "Reinvestment Election"). The Borrower may exercise its Reinvestment Election (within the parameters specified in the preceding sentence) with respect to an Asset Sale if (x) no Default or Event of Default exists and (y) the Borrower delivers a Reinvestment Notice to the Administrative Agent within 3 Business Days following the date of the consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to an amount equal to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (d) The Total Acquisition Term Loan Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on On the date on which of the receipt thereof by the Borrower and/or any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in its Subsidiaries, an aggregate amount equal to such payment100% of the proceeds (net of underwriting discounts, commissions and taxes and other reasonable costs associated therewith) of the incurrence of Indebtedness by the Borrower and/or any of its Subsidiaries (other than Indebtedness permitted by Section 8.04 as in effect on the Restatement Effective Date) shall be applied as a mandatory reduction of the Total Commitment. (e) The Total Revolving Loan Commitment Within 30 days following each date on which the Borrower or any of its Subsidiaries receives any proceeds from any Recovery Event, an amount equal to 100% of the cash proceeds of such Recovery Event (net of reasonable costs, expenses and the Maximum Swingline Amount taxes incurred in connection with such Recovery Event) shall be permanently reducedapplied as a mandatory reduction of the Total Commitment, provided that so long as no Default or Event of Default then exists and such proceeds do not exceed $5,000,000 in each caseany fiscal year, such proceeds shall not be required to be so applied to reduce the Total Commitment on such date to the extent that the Borrower has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be used or committed to be used to replace or restore any properties or assets in respect of which such proceeds were paid or otherwise acquire productive assets usable in the amount business of the Borrower and at its Subsidiaries within a period specified in such certificate not to exceed 180 days after the time date of receipt of such proceeds with respect to such Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended); and provided further, that if all or any payment on the Loans portion of such proceeds not required to be applied to reduce the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances Total Commitment pursuant to Section 3.02(B)(a)the preceding proviso are not so used within the period specified in the relevant certificate furnished pursuant to the immediately preceding proviso, such remaining portion not used shall be applied on the last day of such specified period as a mandatory reduction of the Total Commitment. (f) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied as a mandatory reduction of the Total Commitment. (g) Notwithstanding anything to the contrary contained elsewhere in this Agreement, (i) all then outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date, and (ii) all then outstanding Revolving Loans shall be repaid in full on the Maturity Date. (h) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or to the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 shall apply be applied proportionately to reduce the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment Commitments shall terminate on the Revolving Loan Commitment Termination Date. (b) The Total A Term Loan Commitment Commitments shall be reduced (i) on the Closing Date terminate as to the amount of any portion of the Total A Term Loans then outstanding Loan Commitments not utilized by the Borrower on the Closing Date. (c) The Total B Term Loan Commitments shall terminate as to the amount of any portion of the Total B Term Loan Commitments not utilized by the Borrower on the Closing Date. (d) The Total Term Loan Commitments shall automatically be reduced, on a pro rata basis, between the Total A Term Loan Commitments and the Total B Term Loan Commitments, by the amount of any reduction of the funding necessary for the Refinancing. (iie) The Total Term Loan Commitments shall be reduced on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (cf) The Each reduction to the Total A Term Loan Commitments or the Total B Term Loan Commitment Commitments or termination of the Total Revolving Loan Commitments pursuant to this Section 2.02 shall be reduced (i) on the Closing Date apply proportionately to the amount of B A Term Loans then outstanding and (ii) on the date on which any payments of principal on Loan Commitment, the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsLoan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank. (d) The Total Acquisition Term Loan Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (eg) The Total Revolving Loan Commitment and the Maximum Swingline Amount Commitments shall be permanently reduced, in each case, reduced in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Loans or the Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances Commitment pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Commitment of each Lender) shall terminate on May 8, 2002, unless the Revolving Loan Commitment Termination DateClosing Date has occurred on or prior to such date. (b) The Total A Term Loan Commitment shall be reduced terminate (iand the Term Commitment of each Lender shall terminate) on the Closing earlier of (x) the Term Maturity Date to the amount of A Term Loans then outstanding and (iiy) on the date on which any payments a Change of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl occurs. (c) The Total B Term Loan Revolving Commitment (and the Revolving Commitment of each Lender) shall be reduced (i) terminate on the Closing earlier of (x) the Revolving Maturity Date to the amount of B Term Loans then outstanding and (iiy) on the date on which any payments a Change of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl occurs. (d) The Total Acquisition Term Loan Swing Line Commitment shall be reduced (i) terminate on the Acquisition Term Loan Commitment Termination earlier of (x) the Swing Line Maturity Date to the amount of Acquisition Term Loans then outstanding and (iiy) on the date on which any payments a Change of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentControl occurs. (e) The Total Term Commitment shall be permanently reduced at the time of each (i) voluntary prepayment of Term Loans pursuant to section 5.1, without premium or penalty, (ii) Scheduled Repayment of Term Loans pursuant to section 5.2, without premium or penalty, and (iii) mandatory prepayment of Term Loans pursuant to section 5.2, without premium or penalty, in an amount equal to the aggregate principal amount of the Term Loans so repaid or prepaid. (f) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Revolving Loans would be made pursuant to section 5.2(h), (i), (j) or (k) (including, in each case, as contemplated by section 5.2(o)), as if Revolving Loans were then outstanding in the full amount and at of the time Total Revolving Commitment, in an amount equal to the required prepayment of any payment on the principal of Revolving Loans which would be required to be applied made in such circumstance. Any such required reduction shall apply to proportionately and permanently reduce the Revolving Commitment of each of the affected Lenders. The Company will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination each of the A Term Loan CommitmentLenders), the B Term Loan Commitment, Acquisition Term Loan Commitment or of any reduction of the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to section 4.3(f), specifying the A Term Loan Commitment, date and amount of the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bankreduction.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan ------------------------------------------ Commitment shall terminate on November 30, 1999 if the Revolving Loan Commitment Termination DateInitial Borrowing Date has not yet occurred. (b) The Total A Term Loan Commitment and Total B Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Initial Borrowing Date (after giving effect to the amount making of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A B Term Loans are made (other than pursuant to Section 3.02(A)(aon such date)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Revolving Commitment (and the Revolving Commitment of each RC Lender) shall be reduced terminate in its entirety on the earlier of (i) on the Closing Revolving Loan Maturity Date to the amount of B Term Loans then outstanding and (ii) on unless the Required Lenders otherwise agree, the date on which any payments Change of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl occurs. (d) The Total Acquisition Term Loan Revolving Commitment shall be reduced at the time of any mandatory repayment of Term Loans pursuant to Section 4.02(A)(d), (e), (f), (g), (h) or (i) on the Acquisition if Term Loan Commitment Termination Date to Loans were then outstanding, in an amount, if any, by which the amount of Acquisition such repayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate amount of Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentoutstanding. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the Total A Term Loan Commitment, the Total B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 (or pursuant to Section 4.02) shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each BankLender with such a Commitment.

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the A Term Loan Commitment, B Term Loan Commitment and Revolving Loan Commitment of each Bank) shall terminate on July 31, 1997 unless the Revolving Loan Commitment Termination DateInitial Borrowing Date has occurred on or before such date. (bi) The Total A Term Loan Commitment shall (x) be reduced on each date on which A Term Loans are incurred (i) on the Closing Date after giving effect to the incurrence of A Term Loans on such date), in an amount equal to the aggregate principal amount of A Term Loans then outstanding incurred on such date, and (iiy) on the date on which any payments of principal terminate in its entirety on the A Term Loan Availability Termination Date after giving effect to any incurrence of A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to on such paymentsdate. (cii) The Total B Term Loan Commitment shall be reduced (i) terminate on the Closing Date Initial Borrowing Date, after giving effect to the amount making of B Term Loans then outstanding and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to on such paymentsdate. (d) The Total Acquisition Term Loan Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (ec) The Total Revolving Loan Commitment (and the Maximum Swingline Amount Revolving Loan Commitment of each Bank) shall be permanently reduced, in each case, in the amount and at the time of any payment terminate on the Loans required to be applied to earlier of (i) the date on which a Change of Control Event occurs and (ii) the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a)Maturity Date. (fd) Each reduction or termination adjustment of the Total A Term Loan Commitment, the Total B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 (or pursuant to Section 4.02) shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the DM Term Loan Commitment, the Dollar Revolving Loan Commitment and the Foreign Revolving Loan Commitment of each Bank) shall terminate on the Revolving Loan Commitment Termination Expiration Date unless the Restatement Effective Date has occurred on or before such date. Notwithstanding anything to the contrary contained above or in Section 12.10, if the Restatement Effective Date does not occur on or prior to the Commitment Expiration Date, then it shall not thereafter occur (unless the Required Banks agree in writing to an extension of such date), and this Agreement shall cease to be of any force or effect and the Existing Credit Agreement shall continue to be effective, as the same may have been, or may thereafter be, amended, modified or supplemented from time to time. (b) The In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total A DM Term Loan Commitment (and the DM Term Loan Commitment of each Bank) shall be reduced (i) terminate in its entirety on the Closing Restatement Effective Date (after giving effect to the amount incurrence of A the DM Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(asuch date)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Commitment shall be reduced In addition to any other mandatory commitment reductions pursuant to this Section 3.03, (i) on the Closing Date to Total Dollar Revolving Loan Commitment (and the amount Dollar Revolving Loan Commitment of B Term Loans then outstanding each DRL Bank) and (ii) the Total Foreign Revolving Loan Commitment (and the Foreign Revolving Loan Commitment of each FRL Bank) shall terminate on the earlier of (i) the date on which any payments a Change of principal on Control occurs and (ii) the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsRevolving Loan Maturity Date. (d) The In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Acquisition Term Dollar Revolving Loan Commitment shall be permanently reduced (i) on at the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding times, and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans amounts, required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to by Section 3.02(B)(a4.02(B)(a). (f) . Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Dollar Revolving Loan Commitment pursuant to this Section 2.02 3.03(d) shall apply proportionately to proportionally and permanently reduce the A Term Dollar Revolving Loan CommitmentCommitment of each DRL Bank. (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the B Term Loan Commitment, Acquisition Term Total Foreign Revolving Loan Commitment or shall be permanently reduced at the times, and in the amounts, required by Section 4.02(B)(a). Each reduction of the Total Foreign Revolving Loan Commitment, as Commitment pursuant to this Section 3.03(e) shall apply to proportionally and permanently reduce the case may be, Foreign Revolving Loan Commitment of each FRL Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment shall terminate in its entirety on January 31, 1998, unless the Revolving Loan Commitment Termination DateInitial Borrowing Date has occurred on or before such date. (b) The Each of the Total U.S. Dollar A Term Loan Commitment, Total Canadian Dollar A Term Loan Commitment, Total U.K. A Term Loan Commitment, the Total B Term Loan Commitment and the Total C Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Date Initial Borrowing Date, after giving effect to the amount making of A the respective Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsdate. (c) The Total B Term Loan Revolving Credit Commitment (and the Revolving Credit Commitment of each Revolving Bank) shall be reduced terminate in their entirety on the earlier of (i) the date on the Closing Date to the amount which a Change of B Term Loans then outstanding Control Event occurs and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsRevolving Loan Maturity Date. (d) The From and after payment in full of the Term Loans, on each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f) or (g) would otherwise be required, the Total Acquisition Term Loan Revolving Credit Commitment shall be permanently reduced (i) on by the Acquisition Term Loan Commitment Termination Date amount, if any, required to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then be applied pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsaid Sections. (e) The Each reduction of the Total U.S. Dollar A Term Loan Commitment, Total Canadian Dollar A Term Loan Commitment, Total U.K. A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment or the Total Revolving Loan Credit Commitment and the Maximum Swingline Amount pursuant to this Section 3.03 shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied apply proportionately to the Revolving LoansU.S. Dollar A Term Loan Commitment, Swingline LoansCanadian Dollar A Term Loan Commitment, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the U.K. A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition C Term Loan Commitment or the Revolving Loan Credit Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment (and the Commitment of each Lender) shall terminate on the Revolving Loan Commitment Termination three month anniversary of the Effective Date, unless a Borrowing of Loans has occurred on or prior to such date. (b) The Total Tranche A Term Loan Commitment shall be reduced terminate (and the Tranche A Commitment of each Lender shall terminate) on the earlier of (i) on the Closing Date to the amount of date when no additional Tranche A Term Loans then outstanding and may be incurred hereunder, (ii) on the date when the commitment of the Permanent Lender under the Permanent Credit Agreement is terminated, and (iii) the date on which any payments a Change of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl Prepayment Event occurs. (c) The Total Tranche B Term Loan Commitment shall be reduced terminate (and the Tranche B Commitment of each Lender shall terminate) on the earlier of (i) on the Closing Date to the amount of date when no additional Tranche B Term Loans then outstanding and may be incurred hereunder, (ii) on the date when either the commitment of the Permanent Lender under the Permanent Credit Agreement, or the commitment of the Supplemental Permanent Lender under the Supplemental Permanent Credit Agreement, is terminated, and (iii) the date on which any payments a Change of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsControl Prepayment Event occurs. (d) The Total Acquisition Term Loan Commitment Whenever additional Tranche A Loans are incurred, such Tranche A Loans shall be reduced (i) on considered a utilization of the Acquisition Term Loan Total Tranche A Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to the aggregate principal amount of the Tranche A Loans so incurred. Whenever a principal amount of Tranche A Loans is repaid or prepaid, such paymentamount shall not be available for reborrowing by the same or any other Borrower, and the principal amount so repaid or prepaid shall be applied to permanently reduce the Total Tranche A Commitment (and to proportionately and permanently reduce the Tranche A Commitment of each of the Lenders). (e) The Whenever additional Tranche B Loans are incurred, such Tranche B Loans shall be considered a utilization of the Total Revolving Loan Tranche B Commitment in an amount equal to the aggregate principal amount of the Tranche B Loans so incurred. Whenever a principal amount of Tranche B Loans is repaid or prepaid, such amount shall not be available for reborrowing by the same or any other Borrower, and the Maximum Swingline Amount principal amount so repaid or prepaid shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to permanently reduce the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or Total Tranche B Commitment (and to cash collateralize Letters proportionately and permanently reduce the Tranche B Commitment of Credit or Acceptances pursuant to Section 3.02(B)(aeach of the Lenders). (f) Each reduction or termination If the Company shall at any time voluntarily reduce the unutilized commitment of the A Term Loan CommitmentPermanent Lender or the Supplemental Permanent Lender under the Permanent Credit Agreement or the Supplemental Permanent Credit Agreement, as applicable, the B Term Loan Commitment, Acquisition Term Loan Company will contemporaneously make a proportionate permanent reduction in the Unutilized Total Tranche A Commitment or the Unutilized Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the Tranche B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as applicable, pursuant to section 4.1. (g) If a Change of Control occurs, and the case may beeffect thereof under this section 4.2(g) is not waived in writing by all of the Lenders (other than any Defaulting Lender), (i) the then Unutilized Total Tranche A Commitment shall be automatically, immediately and permanently reduced to the then Reserved Portion of each Bankthe Total Tranche A Commitment, and (ii) the then Unutilized Total Tranche B Commitment shall be automatically, immediately and permanently reduced to the then Reserved Portion of the Total Tranche B Commitment. The Administrative Agent will give the Company and the Lenders written notice of any such reduction, but no delay in giving, or failure to give, such notice shall postpone or otherwise impair the occurrence of such reduction.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment shall terminate on the Revolving Loan Commitment Termination Date. (b) The Total A Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of B Term Loans then outstanding and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (d) The Total Acquisition Term Loan Commitment Commitments shall be reduced terminate on the earlier of (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which voluntary reduction by the Borrower pursuant to Section 2.01 of the Acquisition Term Loan Commitment to zero and any payments of principal on amounts not borrowed with respect to the Acquisition Term Loans are made (other then pursuant on or before such date shall cease to Section 3.02(A)(a)) in an aggregate amount equal to such paymentbe available. (e) The Total Acquisition Term Loan Commitments shall be reduced on the date of each Conversion Event in an aggregate amount equal to the principal amount of Acquisition Term Loans converted into Term Loans. (f) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, reduced in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Loans or Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (fg) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, the Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, the Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the Term Commitment and Revolving Loan Commitment of each Bank and the Swingline Commitment) shall terminate on the Revolving Loan Commitment Termination DateExpiration Date unless the Initial Borrowing Date has occurred on or before such date. (b) The Total A Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Initial Borrowing Date (after giving effect to the amount making of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(asuch date)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Revolving Commitment shall be reduced (i) on the Closing Date to the in an amount of B Term Loans then outstanding $3,125,000 on each of the last Business Day of each March, June, September and December of each year commencing June 1998 (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(aeach such reduction, a "Scheduled RF Reduction")) in an aggregate amount equal to such payments. (d) The On each day on which (x) the Aggregate Remainder has been increased and (y) after giving effect to such increase, the Aggregate Remainder exceeds the Working Capital Sublimit as then in effect, the Total Revolving Commitment and the Acquisition Term Loan Commitment Sublimit shall be mandatorily reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in by an aggregate amount equal to (I) such paymentexcess less (II) the aggregate reductions, if any, theretofore made to the Total Revolving Commitment pursuant to this clause (d), provided that the aggregate reductions to the Total Revolving Commitment made pursuant to this clause (d) shall not exceed $80,000,000. (e) The Total Revolving Loan Commitment (and the Maximum Swingline Amount Revolving Commitment of each Bank) shall be permanently reduced, in each case, in the amount and at the time of any payment terminate on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a)RF Maturity Date. (f) Each partial reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to provided for in this Section 2.02 3.03 shall apply proportionately pro rata to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Revolving Commitment or the Revolving Loan Commitment, as the case may be, (if --- ---- any) of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment shall terminate on the Revolving Loan Commitment Termination Date. (b) The Total A Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of A Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (c) The Total B Term Loan Commitment shall be reduced (i) on the Closing Date to the amount of B Term Loans then outstanding and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (d) The Total Acquisition Term Revolving Loan Commitment shall be permanently reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Loans or Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (fe) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment Commitments shall terminate on the Revolving Loan Commitment Termination Date. (b) The Total A Term Loan Commitment Commitments shall be reduced (i) on the Closing Date terminate as to the amount of any portion of the Total A Term Loans then outstanding Loan Commitments not utilized by the Borrower on the Closing Date. (c) The Total B Term Loan Commitments shall terminate as to the amount of any portion of the Total B Term Loan Commitments not utilized by the Borrower on the Closing Date. DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 (d) The Total Term Loan Commitments shall automatically be reduced, on a pro rata basis, between the Total A Term Loan Commitments and the Total B Term Loan Commitments, by the amount of any reduction of the funding necessary for the Refinancing. (iie) The Total Term Loan Commitments shall be reduced on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payments. (cf) The Each reduction to the Total A Term Loan Commitments or the Total B Term Loan Commitment Commitments or termination of the Total Revolving Loan Commitments pursuant to this Section 2.02 shall be reduced (i) on the Closing Date apply proportionately to the amount of B A Term Loans then outstanding and (ii) on the date on which any payments of principal on Loan Commitment, the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsLoan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank. (d) The Total Acquisition Term Loan Commitment shall be reduced (i) on the Acquisition Term Loan Commitment Termination Date to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such payment. (eg) The Total Revolving Loan Commitment and the Maximum Swingline Amount Commitments shall be permanently reduced, in each case, reduced in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Loans or the Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances Commitment pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Revolving Loan Commitment shall terminate in its entirety on January 31, 1998 unless the Revolving Loan Commitment Termination DateInitial Borrowing Date has occurred on or before such date. (b) The Each of the Total A Term Loan Commitment, the Total B Term Loan Commitment and the Total C Term Loan Commitment shall be reduced (i) terminate in its entirety on the Closing Date Second Borrowing Date, after giving effect to the amount making of A the respective Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsdate. (c) The Total B Term Loan Revolving Credit Commitment (and the Revolving Credit Commitment of each Revolving Bank) shall be reduced terminate in their entirety on the earlier of (i) the date on the Closing Date to the amount which a Change of B Term Loans then outstanding Control Event occurs and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsRevolving Loan Maturity Date. (d) The From and after payment in full of the Term Loans, on each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e) or (f) would otherwise be required, the Total Acquisition Term Loan Revolving Credit Commitment shall be permanently reduced (i) on by the Acquisition Term Loan Commitment Termination Date amount, if any, required to the amount of Acquisition Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then be applied pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsaid Sections. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination of the Total A Term Loan Commitment, the Total B Term Loan Commitment, Acquisition the Total C Term Loan Commitment or the Total Revolving Loan Credit Commitment pursuant to this Section 2.02 3.03 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition the C Term Loan Commitment or the Revolving Loan Credit Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the Term Loan Commitment and Revolving Loan Commitment of each Bank with such a Commitment) shall terminate on October 31, 1997 unless the Revolving Loan Commitment Termination DateInitial Borrowing Date has occurred on or before such date. (b) The Total A Term Loan Commitment shall be reduced (i) terminate on the Closing Date Initial Borrowing Date, after giving effect to the amount making of A such Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsdate. (c) The Total B Term Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank with such a Commitment) shall be reduced terminate on the earlier of (i) the date on the Closing Date to the amount which a Change of B Term Loans then outstanding Control Event occurs and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsRevolving Loan Maturity Date. (d) The On each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f), (g) or (h) is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if an unlimited amount of Term Loans were then outstanding, the Total Acquisition Term Revolving Loan Commitment shall be permanently reduced (i) on by the Acquisition Term Loan Commitment Termination Date to amount, if any, by which the amount required to be applied pursuant to said Sections (determined as if an unlimited amount of Acquisition Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentoutstanding. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination adjustment of the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Total Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 (or pursuant to Section 4.02) shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each BankBank with such a Commitment.

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the A Term Loan Commitment, B Term Loan Commitment, C Term Loan Commitment, D Term Loan Commitment and Revolving Loan Commitment of each Bank) shall terminate on November 30, 1996 unless the Initial Borrowing Date has occurred on or before such date. (b) Each of the Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment and the Total D Term Loan Commitment shall terminate on the Revolving Loan Commitment Termination Initial Borrowing Date. (b) The Total A Term Loan Commitment shall be reduced (i) on the Closing Date , after giving effect to the amount making of A the Term Loans then outstanding and (ii) on the date on which any payments of principal on the A Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsdate. (c) The Total B Term Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall be reduced terminate on the earlier of (i) the date on the Closing Date to the amount which a Change of B Term Loans then outstanding Control Event occurs and (ii) on the date on which any payments of principal on the B Term Loans are made (other than pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentsRevolving Loan Maturity Date. (d) The In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date upon which a mandatory repayment of Term Loans pursuant to Section 4.02(A)(c), (d), (e), (f), (g) and (h) is required (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, the Total Acquisition Term Revolving Loan Commitment shall be permanently reduced (i) on by the Acquisition Term Loan Commitment Termination Date to amount, if any, by which the amount required to be applied pursuant to said Sections (determined as if an unlimited amount of Acquisition Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding and (ii) on the date on which any payments of principal on the Acquisition Term Loans are made (other then pursuant to Section 3.02(A)(a)) in an aggregate amount equal to such paymentoutstanding. (e) The Total Revolving Loan Commitment and the Maximum Swingline Amount shall be permanently reduced, in each case, in the amount and at the time of any payment on the Loans required to be applied to the Revolving Loans, Swingline Loans, Revolving Loan Commitments or Maximum Swingline Amount or to cash collateralize Letters of Credit or Acceptances pursuant to Section 3.02(B)(a). (f) Each reduction or termination adjustment of the Total A Term Loan Commitment, the Total B Term Loan Commitment, Acquisition the Total C Term Loan Commitment, the Total D Term Loan Commitment or the Total Revolving Loan Commitment pursuant to this Section 2.02 3.03 shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, Acquisition the C Term Loan Commitment, the Total D Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank.