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

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the Commitment of each Lender) shall terminate on January 31, 1998, unless the Closing Date has occurred on or prior to such date. (b) The Total Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. (c) The Total General Revolving Commitment (and the General Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. (d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and shall be terminated on the Commitment of each Lender) shall terminate on January 31, 1998, Expiration Date unless the Closing Initial Borrowing Date has occurred on or prior to before such date. (b) In addition to any other mandatory reductions to the Total Commitment pursuant to this Section 3.03, on each date set forth below the Total Commitment shall be permanently reduced by the amount set forth opposite such date (each such reduction, a "Scheduled Commitment Reduction"): DATE AMOUNT Third Anniversary of the $40,000,000 Initial Borrowing Date Fourth Anniversary of the $80,000,000 Initial Borrowing Date (c) The Total Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier of (x) the Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Maturity Date. (cd) On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total Commitment shall be reduced by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Rein-vestment Assets (a "Reinvestment Election"). The Total General Revolving Commitment (and the General Revolving Commitment of each Lender) shall terminate on the earlier of Borrower may exercise its Reinvestment Election with respect to an Asset Sale if (x) the Maturity Date no Default or Event of Default exists and (y) the date on which Borrower delivers a Change of Control occurs. The Total Swing Line Revolving Commitment (and Reinvestment Notice to the Swing Line Revolving Commitment of each Lender) shall terminate Agent on the earlier of (x) the Maturity Date and (y) Business Day following the date on which a Change of Control occursthe consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (de) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at on the time of each voluntary prepayment of Term Loans pursuant Reinvestment Reduction Date with respect to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e)a Reinvestment Election, in an amount equal to the aggregate principal amount of the Term Loans so prepaidReinvestment Reduction Amount, EXCEPT that if any any, with respect to such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term LoansReinvestment Election. (ef) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at on the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount date of the Total Term Loan Commitment then in effectreceipt of such proceeds by the Borrower and/or any of its Subsidiaries, in an amount equal to the required prepayment proceeds (net of principal underwriting discounts and commissions and other reasonable costs associated therewith) of Term Loans which would be required 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 Effective Date). (g) Each reduction of the Total Commitment pursuant to be made in such circumstance. Any such reduction this Section 3.03 shall apply to proportionately proportionally and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reductionBank. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the Commitment of each Lender) shall terminate in its entirety on January July 31, 1998, 1999 unless the Closing Initial Borrowing Date has occurred on or prior to 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 terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier Initial Borrowing Date, after giving effect to the making of (x) the Maturity Date and (y) the date Term Loans on which a Change of Control occurssuch date. (c) The Total General A Revolving Loan Commitment (and the General A Revolving Loan Commitment of each LenderBank) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. Event occurs and (y) the A Revolving Loan Maturity Date. (d) The Total Swing Line B Revolving Loan Commitment (and the Swing Line B Revolving Loan Commitment of each LenderBank) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. Event occurs and (dy) The Total Term the B Revolving Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term LoansMaturity Date. (e) The Total A Revolving Loan Commitment shall be reduced (i) on the second Business Day following the Accounts Receivable Facility Transaction Date, by an amount equal to the Accounts Receivable Facility Proceeds and (ii) on the second Business Day after each date after the Accounts Receivable Facility Transaction Date on which the holders of Investor Certificates fund any increase in the net invested amount of such Investor Certificates, by the respective increase; provided that after the aggregate reduction to the Total A Revolving -------- Loan Commitment pursuant to clauses (i) and/or (ii) above is in an amount equal to $50,000,000, no such further reduction shall be required pursuant to this Section 3.03(e) unless and until the sum (such sum, the "Aggregate Net Invested Amount") of (x) the Accounts Receivable Facility Proceeds plus (y) the sum of the respective increases under clause (ii) above exceeds $75,000,000; provided further, that on the second Business Day following -------- ------- any date on which the Aggregate Net Invested Amount is increased above $75,000,000, an amount equal to such increase above $75,000,000 shall be applied (at the option of the U.S. Borrower) either to (A) reduce the Total A Revolving Loan Commitment and/or (B) prepay the A Term Loans pursuant to Section 4.02(A)(i) (such election (which may be to apply all or part of such increase to the Total A Revolving Loan Commitment and/or all or part of such increase to the A Term Loans, so long as the full amount of such increase is applied) to be evidenced by a written notice to be delivered by the U.S. Borrower to the Administrative Agent on or prior to the second Business Day following the date of such increase, which notice shall specify the amount of such increase to be applied to each of the Total A Revolving Loan Commitment and the A Term Loans, it being understood that if the U.S. Borrower fails to give such notice then the full amount of such increase shall be applied to reduce the Total A Revolving Loan Commitment). (f) 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 an unlimited amount of Term Loans were then outstanding, an amount, if any, by which the amount required to be applied pursuant to said Sections (determined as if an unlimited amount of Term Loans were actually outstanding) exceeds the aggregate principal amount of Term Loans then outstanding shall be applied to permanently reduce the Total Revolving Loan Commitment, with such reduction to apply to the Total A Revolving Loan Commitment and/or the Total B Revolving Loan Commitment, as the U.S. Borrower shall elect (or, absent such election, pro rata to the Total A Revolving Loan Commitment and the Total B Revolving Loan Commitment). (g) On the date occurring nine months following the Initial Borrowing Date, the Total B Revolving Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in reduced by an amount equal to the required prepayment sum of principal all commitments to provide lines of Term Loans which would be required credit for borrowed money for working capital purposes to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment German Borrower or any of each its Subsidiaries or any other Subsidiary of the affected Lenders. The U.S. Borrower will provide at least three Business Days' prior written notice organized under the laws of Germany (or telephonic notice confirmed other than the B Revolving Loan Commitments and any commitments under overdraft facilities of any such Persons) as of such date (determined based on the Euro Equivalent of such commitments in writing) the case of any such commitments denominated in currencies other than Euros and certified to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each on such date by an officer of the LendersGerman Borrower), of any . (h) Each reduction or adjustment of the Total A Term Loan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total A Revolving Loan Commitment or the Total B Revolving Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. Section 3.03 (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2Section 4.02) shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, the C Term Loan Commitment, the A Revolving Loan Commitment or the B Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the Commitment of each Lender) shall terminate on January 31, 1998, the Commitment Expiration Date unless the Closing Effective Date has occurred on or prior to before such date. (b) The Total Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier of (x) the Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Maturity Date. (c) On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total Commitment shall be reduced by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent the Borrower elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (such election, together with any election made pursuant to Section 3.03(d), a "Reinvestment Election"). The Total General Revolving Commitment (and the General Revolving Commitment of each Lender) shall terminate on the earlier of Borrower may exercise its Reinvestment Election with respect to an Asset Sale if (x) the Maturity Date no Default or Event of Default exists and (y) the date on which Borrower delivers a Change of Control occurs. The Total Swing Line Revolving Commitment (and Reinvestment Notice to the Swing Line Revolving Commitment of each Lender) shall terminate Agent on the earlier of (x) the Maturity Date and (y) Business Day following the date on which a Change of Control occursthe consummation of the respective Asset Sale, with such Reinvestment Election being effective with respect to the Net Cash Proceeds from such Asset Sale equal to the Anticipated Reinvestment Amount specified in such Reinvestment Notice. (d) The On the Business Day following the date of receipt by the Borrower and/or any of its Subsidiaries of Cash Proceeds from any Recovery Event, the Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in by an amount equal to the aggregate principal amount of the Term Loans so prepaidNet Insurance Proceeds from such Recovery Event, EXCEPT provided that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment reduction shall not be reduced as required to the amount which extent the Borrower so specifies in elects, as hereinafter provided, to cause such election is Net Insurance Proceeds to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2be

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the A Term Commitment, B Term Commitment and Revolving Commitment of each LenderBank) shall terminate on January 31, 1998, the Expiration Date unless the Closing Initial Borrowing Date has occurred on or prior to such date. (b) The Total A Term Loan Commitment shall terminate (and be reduced at the Term Loan Commitment time of each Lender incurrence of A Term Loans in an amount equal to the aggregate principal amount of the A Term Loans so incurred and shall terminate) terminate on the earlier of (x) the Maturity A Term Termination Date and (y) the date on which a any Change of Control occurs. (c) The Total General B Term Commitment shall be reduced at the time of each incurrence of B Term Loans in an amount equal to the aggregate principal amount of the B Term Loans so incurred and shall terminate on the earlier of (x) the B Term Termination Date and (y) the date on which any Change of Control occurs. (d) The Total Revolving Commitment (and the General Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a any Change of Control occurs. (d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any required mandatory prepayment repayment of Term Loans would be made pursuant to section 5.2(fSection 4.02(A)(c), (e) or (f) if Term Loans were then outstanding outstanding, in the full amount of the Total Term Loan Commitment then in effect, in by which such required repayment (determined as if an unlimited amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce were then outstanding) exceeds the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and aggregate principal amount of the reductionTerm Loans then outstanding. (f) The Each partial reduction of the Total General A Term Commitment, B Term Commitment or Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2this Section 3.03 shall apply proportionately to the A Term Commitment, B Term Commitment or Revolving Commitment, as the case may be, of each Bank.

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the Commitment of each Lender) shall terminate on January 31September 30, 19981999, unless UNLESS the Closing Date has occurred on or prior to such date. (b) The Total Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. (c) The If (1) the initial Borrowing under the Credit Agreement occurs, (2) the principal amount of the Subordinated TBD Note, as originally issued, exceeds $10,000,000, and (3) the Administrative Agent delivers to the Borrower written notice to the effect that the Lenders desire to modify certain of the terms of the Credit Agreement, THEN (i) the Borrower will, during the 30 day period beginning 45 days following the Closing Date negotiate in good faith with the Lenders concerning all modifications to the terms of this Agreement which the Lenders indicate they wish to make, as indicated in a written summary of proposed changes to be prepared by the Administrative Agent (with the concurrence of all of the Lenders) and delivered to the Borrower and the Lenders at or near the beginning of such period; and (ii) if by the end of such period this Agreement has not been amended in a manner satisfactory to the Lenders to reflect such proposed changes, at and as of the end of the such period the Total General Revolving Commitment shall terminate (and the General Revolving Commitment of each Lender) Lender shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occursterminate). (d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f5.2(b), (c), (d) or (e) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effectCommitment, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e4.3(d), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2

Mandatory Adjustments of Commitments, etc. (a) The Each of the Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw B Term Commitment and Revolving Commitment of each LenderLender with such a Commitment) shall terminate in its entirety on January 31, 1998, the Expiration Date unless the Closing Initial Borrowing Date has occurred on or prior to before such date. (b) The Total Initial B Term Loan Commitment shall terminate (and the Initial B Term Loan Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date). (c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminateterminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date). (d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), 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 B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events. (e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date). (f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), 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 B Term Loans were actually outstanding) exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of B Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f). (g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs. (ch) The Total General Revolving Commitment (and Each partial reduction of the General Revolving Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to reduce the Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occursLender under such Facility. (d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2

Mandatory Adjustments of Commitments, etc. (a) The Each of the Total Initial B Term Commitment, the Total Delayed-Draw Term Commitment and the Total Revolving Commitment (and the Initial B Term Commitment, Delayed-Draw Term Commitment and Revolving Commitment of each LenderLender with such a Commitment) shall terminate in its entirety on January 31, 1998, the Expiration Date unless the Closing Initial Borrowing Date has occurred on or prior to before such date. (b) The Total Initial B Term Loan Commitment shall terminate (and the Initial B Term Loan Commitment of each Initial B Term Lender) shall terminate in its entirety on the Initial Borrowing Date (after giving effect to the making of Initial B Term Loans on such date). (c) The Total Delayed-Draw Term Commitment (and the Delayed-Draw Term Commitment of each Lender with such a Commitment) shall terminateterminate in its entirety (to the extent not theretofore terminated) on the Delayed-Draw Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw Term Loans on such date). (d) The Total Delayed-Draw Term Commitment shall (i) be reduced on each date on which Delayed-Draw Term Loans are incurred (after giving effect to the making of Delayed-Draw Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw Term Commitment as provided in Section 2.03(c) and preceding clause (i), be reduced on each date on which both (x) no Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and (y) Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), 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 as a result of such events. (e) The Total Incremental B Term Commitment (and the Incremental B Term Commitment of each Incremental B Term Lender with such a Commitment) pursuant to an Incremental B Term Commitment Agreement shall terminate in its entirety on the related Incremental B Term Loan Borrowing Date therefor (after giving effect to the making of Incremental B Term Loans on such date). (f) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.02(A)) and the Total Delayed-Draw Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(c) and (d)) and (y) Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to Sections 3.02(A)(b), (c), (d) or (e), 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 sum of the Delayed-Draw Term Commitments being terminated and the aggregate principal amount of Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $50,000,000 as a result of the application of this Section 2.03(f). (g) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs. (ch) The Total General Revolving Commitment (and Each partial reduction of the General Revolving Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to reduce the Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occursLender under such Facility. (d) The Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2

Mandatory Adjustments of Commitments, etc. (a) The Total ------------------------------------------ Commitment (and the Commitment of each Lender) shall terminate in its entirety on January 31May 15, 1998, 1996 unless the Closing Initial Borrowing Date has occurred on or prior to before such date. (b) The Each of the Total A Term Loan Commitment, Total B Term Loan Commitment, the Total C Term Loan Commitment and the Total D Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier Initial Borrowing Date, after giving effect to the making of (x) the Maturity Date and (y) the date Term Loans on which a Change of Control occurssuch date. (c) The Total General Revolving Loan Commitment (and the General Revolving Loan Commitment of each LenderBank) shall terminate on the earlier of (x) the Maturity Date and (y) the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment of each Lender) shall terminate on the earlier of (x) the Maturity Date Event occurs and (y) the date on which a Change of Control occursRevolving Loan Maturity Date. (d) The Total Revolving Loan Commitment shall be reduced (i) on the second Business Day following the Accounts Receivable Facility Transaction Date, by an amount equal to the Accounts Receivable Facility Proceeds and (ii) on the second Business Day after each date after the Accounts Receivable Facility Transaction Date on which the holders of Investor Certificates fund any increase in the net invested amount of such Investor Certificates, by the respective increase; provided that -------- after the aggregate reduction to the Total Revolving Loan Commitment pursuant to clauses (i) and/or (ii) above is in an amount equal to $50,000,000, no such further reduction shall be required pursuant to this Section 3.03(d) unless and until the sum (such sum, the "Aggregate Net Invested Amount") of (x) the Accounts Receivable Facility Proceeds plus (y) the sum of the respective increases under clause (ii) above exceeds $75,000,000; provided further, that on -------- ------- the second Business Day following any date on which the Aggregate Net Invested Amount is increased above $75,000,000, an amount equal to such increase above $75,000,000 shall be applied (at the option of the Borrower) either to (A) reduce the Total Revolving Loan Commitment and/or (B) prepay the A Term Loans pursuant to Section 4.02(A)(j) (such election (which may be to apply all or part of such increase to the Total Revolving Loan Commitment and/or all or part of such increase to the A Term Loans, so long as the full amount of such increase is applied) to be evidenced by a written notice to be delivered by the Borrower to the Agent on or prior to the second Business Day following the date of such increase, which notice shall specify the amount of such increase to be applied to each of the Total Revolving Loan Commitment and the A Term Loans, it being understood that if the Borrower fails to give such notice then the full amount of such increase shall be applied to reduce the Total Revolving Loan Commitment). (e) 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 Revolving Loan Commitment shall be permanently reduced by the amount, without premium or penaltyif any, at by which the time of each voluntary prepayment amount required to be applied pursuant to said Sections (determined as if an unlimited amount of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in an amount equal to were actually outstanding) exceeds the aggregate principal amount of the Term Loans so prepaid, EXCEPT that if any such prepayment then outstanding. (f) Each reduction or adjustment of the Total A Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term LoansLoan Commitment, the Total B Term Loan Commitment, the Total C Term Loan Commitment, the Total D Term Loan Commitment shall not be reduced as to the amount which the Borrower so specifies in such election is to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Revolving Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. Section 3.03 (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2Section 4.02) shall apply proportionately to the A Term Loan Commitment, the B Term Loan Commitment, the C Term Loan Commitment, the D Term Loan Commitment or the Revolving Loan Commitment, as the case may be, of each Bank with such a Commitment.

Mandatory Adjustments of Commitments, etc. (a) The Total Commitment (and the Commitment of each Lender) shall terminate on January 31, 1998, the Commitment Expiration Date unless the Closing Effective Date has occurred on or prior to before such date. (b) The Total Term Loan Commitment shall terminate (and the Term Loan Commitment of each Lender shall terminate) on the earlier of (x) the Maturity Date and (yi) the date on which a Change of Control occursoccurs and (ii) the Final Maturity Date. (c) The On the date of receipt by Workflow and/or any of its Subsidiaries of Cash Proceeds from any Asset Sale, the Total General Revolving Commitment shall be permanently reduced on such date by an amount equal to the Net Cash Proceeds from such Asset Sale, provided that such reduction shall not be required to the extent that Workflow elects, as hereinafter provided, to cause such Net Cash Proceeds to be reinvested in Reinvestment Assets (and the General Revolving Commitment of each Lender) shall terminate on the earlier of such election, together with any election made pursuant to Section 3.03(d), a "Reinvestment Election"). Workflow may exercise its Reinvestment Election with respect to an Asset Sale if (x) the Maturity Date no Default or Event of Default exists and (y) Workflow delivers a Reinvestment Notice to the Agent on the date on which a Change of Control occurs. The Total Swing Line Revolving Commitment (and the Swing Line Revolving Commitment consummation of each Lender) shall terminate on the earlier of (x) respective Asset Sale, with such Reinvestment Election being effective with respect to the Maturity Date and (y) Net Cash Proceeds from such Asset Sale equal to the date on which a Change of Control occursAnticipated Reinvestment Amount specified in such Reinvestment Notice. (d) The On the Business Day following the date of receipt by Workflow and/or any of its Subsidiaries of Cash Proceeds from any Recovery Event, the Total Term Loan Commitment shall be permanently reduced , without premium or penalty, at the time of each voluntary prepayment of Term Loans pursuant to section 5.1 and at the time of each mandatory prepayment of Term Loans pursuant to section 5.2(e), in on such date by an amount equal to the aggregate principal amount of the Term Loans so prepaidNet Insurance Proceeds from such Recovery Event, EXCEPT provided that if any such prepayment of Term Loans is made pursuant to section 5.2(e) and the Borrower makes the election provided therein to have all or a portion of such principal amount so prepaid available for reborrowing as additional Term Loans, the Total Term Loan Commitment reduction shall not be reduced as required to the amount which the Borrower so specifies in extent that Workflow elects, as hereinafter provided, to cause such election is Net Insurance Proceeds to be available for reborrowing as additional Term Loans. (e) The Total Term Loan Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of Term Loans would be made pursuant to section 5.2(f) if Term Loans were then outstanding in the full amount of the Total Term Loan Commitment then in effect, in an amount equal to the required prepayment of principal of Term Loans which would be required to be made in such circumstance. Any such reduction shall apply to proportionately and permanently reduce the Term Loan Commitment of each of the affected Lenders. The Borrower will provide at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), of any reduction of the Total Term Loan Commitment pursuant to this section 4.3(e), specifying the date and amount of the reduction. (f) The Total General Revolving Commitment shall be permanently reduced, without premium or penalty, at the time that any mandatory prepayment of General Revolving Loans would be made pursuant to section 5.2reinvested in