Mandatory Commitment Reductions. Prior to the Closing Date, unused outstanding Commitments shall be automatically and permanently reduced on a Dollar-for-Dollar basis on the date of receipt by any member of the Reporting Group of any Net Proceeds referred to in this paragraph (c) by or with an amount equal to:
(i) (x) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any incurrence or borrowing of any other Debt for borrowed money (other than Excluded Debt) and (y) the aggregate amount of commitments received in respect of any Qualifying Committed Financing upon the effectiveness of definitive documentation for such Qualifying Committed Financing (it being understood that following the effectiveness of such Commitment reduction and solely to the extent of the amount thereof, there shall be no duplicative prepayment of Advances from subsequent proceeds (up to such amount) received from such Qualifying Committed Financing pursuant to clause (d)(i) of this Section 2.05);
(ii) 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $500 million in the aggregate and (E) issuances in connection with the Separation); and
(iii) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $500 million in the aggregate); provided, that if no Event of Default exists and the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or...
Mandatory Commitment Reductions. The Initial Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Initial Loans to be made by it on the Closing Date. The Delayed Draw Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 on the earlier of (x) the funding of the Delayed Draw Term Loans on the Delayed Draw Funding Date and (y) the last day of the Delayed Draw Availability Period (in each case, after giving effect to the funding of any Delayed Draw Term Loans on such day). The Term Commitment of each Term Lender with respect to Incremental Term Loans, any Refinancing Term Loan or any Term Loan Extension Series shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the date set forth in the corresponding Incremental Amendment, Refinancing Amendment or Extension Amendment. The Revolving Commitment of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date for the applicable Class of Revolving Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date.
Mandatory Commitment Reductions. (a) The Total Refinancing Loan Commitment and the Total Additional Loan Commitment shall be subject to reduction (i) on September 30 of each year and (ii) on the second Business Day following each date on which 50% of the aggregate Net Cash Proceeds received in respect of Asset Sales and in respect of transactions described in Section 6.05(e), and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a), equals or exceeds $5,000,000. The amount of the reduction on each such applicable date shall equal 50% of the Net Cash Proceeds received on or prior to such date (or, in the case of clause (ii) in the preceding sentence on or prior to the second Business Day immediately preceding such date) and not previously taken into account in a prior reduction of the Total Refinancing Loan Commitment or the Total Additional Loan Commitment pursuant to this Section 2.12(a). If during the one-year period following any Asset Sale or transaction described in Section 6.05(e), the Borrowers and the Guarantors have not reinvested in their businesses an amount equal to 50% of the Net Cash Proceeds from such Asset Sale or transaction, the Total Refinancing Loan Commitment and the Total Additional Loan Commitment shall be further reduced on the first anniversary of such Asset Sale or transaction by the portion of such amount not so reinvested. Notwithstanding anything to the contrary in this Section 2.12(a), the Borrowers may elect, with respect to the initial $50,000,000 of reductions in Commitments required by this Section 2.12(a), by giving notice by telephone (promptly confirmed by writing or telecopy notice) prior to any reduction pursuant to this Section 2.12(a), to cause all or any portion of the applicable Net Cash Proceeds to reduce the Total Additional Loan Commitment or the Total Refinancing Loan Commitment or both. All other reductions in Commitments under this Section 2.12(a) shall be applied pro rata between the Total Refinancing Loan Commitment and the Total Additional Loan Commitment. Each reduction under this Section 2.12(a) shall be effected in accordance with Section 2.11(b).
(b) Each reduction in the Total Refinancing Loan Commitment or the Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among the Lenders in accordance with their respective Refinancing Loan Commitments or Additional Loan Commitments, as applicable. ...
Mandatory Commitment Reductions. (a) Scheduled Reductions in Facility A Commitment. Commencing March 31, 2000 and at the end of each calendar quarter thereafter, the Facility A Commitment shall be automatically and permanently reduced by an amount equal to the percentage of the Facility A Commitment as in effect on the Agreement Date, as set forth below: Amount of Dates of Facility A Commitment Reductions Each Reduction ----------------------------------------- -------------- March 31, 2000, June 30, 2000, September 30, 2000 and December 31, 2000 2.500% March 31, 2001, June 30, 2001, September 30, 2001 and December 31, 2001 3.750% March 31, 2002, June 30, 2002, September 30, 2002 and December 31, 2002 5.000% March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003 6.250% March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004 7.500%
(b) Excess Cash Flow Recapture. Commencing on March 31, 2000 and on each March 31st and September 30th occurring thereafter during the term of this Agreement, the Facility A Commitment shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of Excess Cash Flow, determined for the two (2) consecutive fiscal quarters then ended.
(c) Reductions in Facility B Commitment and Facility C Commitment from Subordinated Debt Proceeds. The Facility B Commitment and the Facility C Commitment shall be automatically and permanently reduced, pro rata between the Facility B Commitment and the Facility C Commitment, in an amount equal to the aggregate amount of any Subordinated Debt (net of reasonable and customary transaction costs) issued by the Borrower or any of its Restricted Subsidiaries on or after the Agreement Date immediately upon the issuance thereof. The Borrower shall make a repayment of the Loans outstanding under the applicable Commitment, together with accrued interest thereon, on or before the effective date of each reduction in such Commitment under this Section 2.5, such that the aggregate principal amount of the Loans outstanding under such Commitment at no time exceeds such Commitment as so reduced. Any remaining unpaid principal and interest under the Commitments shall be due and payable in full on the Maturity Date, and the Commitments shall thereupon terminate to the extent not previously terminated.
Mandatory Commitment Reductions. (a) The Aggregate Commitment ------------------------------- shall be automatically and permanently reduced by the following amounts (or such lesser amount as a result of reductions pursuant to Section 2.7(c)) on the -------------- following dates: Date Reduction Amount ---- ---------------- December 31, 1998 $3,000,000 December 31, 1999 $3,000,000 December 31, 2000 $4,000,000 November 26, 2001 $40,000,000
(b) The Aggregate Commitment shall also be automatically and permanently reduced in the amounts and at the times set forth below:
(i) within 5 Business Days after the receipt in the form of cash or cash equivalents thereof by the Borrower, 100% of the aggregate Net Available Proceeds in excess of $1,000,000 realized upon all Asset Dispositions in any Fiscal Year of the Borrower; and
(ii) within 5 Business Days after the receipt in the form of cash or cash equivalents thereof by the Borrower, 85% of the Net Available Proceeds realized upon the sale by the Borrower of any equity securities issued by it after the date of this Agreement in excess of an aggregate amount of $1,000,000 (other than a sale of common stock of the Borrower to Parent).
(c) Mandatory commitment reductions under Section 2.7(b) shall -------------- be cumulative and in addition to reductions occurring pursuant to Section 2.4(b). Any mandatory commitment reductions under Section 2.7(b) shall -------------- -------------- be applied to the mandatory commitment reductions required to be made pursuant to Section 2.7(a) in the inverse order of maturity. --------------
(d) Any reduction in the Aggregate Commitment pursuant to this Section 2.7 or otherwise shall ratably reduce the Commitment of each Lender. -----------
Mandatory Commitment Reductions. 28 SECTION 2.6 VOLUNTARY COMMITMENT REDUCTIONS............................30 SECTION 2.7
Mandatory Commitment Reductions. (a) Scheduled Reductions under the Revolving Loan Commitment. Commencing on March 31, 2004 and at the end of each fiscal quarter thereafter, the Revolving Loan Commitment as of March 30, 2004 shall be automatically and permanently reduced by the percentage amount set forth below for and on the dates indicated (which reductions are in addition to those set forth elsewhere in this Agreement): Percentage Reduction to Revolving Loan Commitment as of March 30, 2004 -------------------------------------- Reduction Dates March 31, 2004, June 30, 2004, September 30, 2004 and December 31, 2004 1.250% March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005 2.500% March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006 3.750% March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007 5.000% March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008 6.250% March 31, 2009, June 30, 2009, September 30, 2009 and December 31, 2009 6.250%
(b) Reduction From Net Proceeds of Asset Sales or Insurance or Condemnation Proceedings. The Revolving Loan Commitment shall be automatically and permanently reduced by an amount equal to the repayment of Revolving Loans required under Section 2.7(b)(iii) hereof; provided, however, that if there are no Loans then outstanding, the Revolving Loan Commitment shall be reduced by an amount equal to Net Proceeds (Asset Sales) (excluding any Net Proceeds (Asset Sales) reinvested pursuant to Section 2.7(b)(iii)). Reductions to the Revolving Loan Commitment under this Section 2.5(b) shall be applied to the reductions set forth in Section 2.5(a) hereof pro rata across the reductions set forth therein.
Mandatory Commitment Reductions. (a) Scheduled Reductions under the Revolving Loan Commitment. Commencing on June 30, 2002 and at the end of each fiscal quarter thereafter, the Revolving Loan Commitment as of June 29, 2002 shall be automatically and permanently reduced by the percentage amount set forth below for the dates indicated (which reductions are in addition to those set forth elsewhere in this Agreement): Percentage Reduction to Revolving Loan Commitment as of Scheduled Reduction Dates June 29, 2002 ------------------------- --------------------- June 30, 2002, September 30, 2002, December 31, 2002 and March 31, 2003 3.75% June 30, 2003, September 30, 2003, December 31, 2003 and March 31, 2004 3.75% June 30, 2004, September 30, 2004, December 31, 2004 and March 31, 2005 5.00% June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2006 6.25% June 30, 2006, September 30, 2006, December 31, 2006 and Revolving Loan Maturity Date 6.25%
Mandatory Commitment Reductions. (i) The Aggregate Commitment shall be permanently reduced from time to time by the amount of any mandatory prepayment of Loans required by subsection 2.7(a)(i); provided that to the extent such sale of assets or harvest of excess timber shall not result in any prepayment pursuant to subsection 2.7(a)(i) because no Loans are outstanding, first, the "Aggregate Commitment," as defined in the Facility A Credit Agreement, and second, the Aggregate Commitment shall be permanently reduced in an amount equal to the amount that would otherwise be applied to a prepayment of the Facility A Loans by operation of subsection 2.7(a)(i) of the Facility A Credit Agreement and the Loans by operation of subsection 2.7(a)(i) hereof, as the case may be. Such permanent reduction shall take effect upon the date such mandatory prepayment is required by subsection 2.7(a)(i) or, in the case of funds actually deposited as cash collateral under that subsection, upon the application of such cash collateral to the Loans. Upon any such permanent reduction in the Aggregate Commitment, the Commitment of each Bank shall automatically be reduced by an amount equal to such Bank's ratable share of the reduction, effective as of the earlier of the date that any corresponding prepayment is made or the date by which such prepayment is due and payable hereunder. All accrued commitment fees to, but not including the effective date of any reduction or termination of the Commitments, shall be paid on the effective date of such reduction or termination.
(ii) No reduction in the Aggregate Commitment pursuant to Section 2.5 or subsection 2.7(b)(i) shall reduce the L/C Commitment unless and until the Aggregate Commitment has been reduced to $10,000,000; thereafter, any reduction in the Aggregate Commitment pursuant to Section 2.5 shall equally reduce the L/C Commitment.
(iii) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Aggregate Commitment which reduces the Aggregate Commitment below the then current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the Swingline Bank.
Mandatory Commitment Reductions. The Term L/C Facility Commitments shall terminate upon the Term L/C Facility Borrowing on the Closing Date. The Term L/C Issuer Commitments shall be permanently reduced from time to time by the amount, if any, by which the amount of the Term L/C Issuer Commitments exceed the Maximum Percentage of the Term L/C Collateral Account Balance.
