Common use of Mandatory Reduction of Revolving Loan Commitments Clause in Contracts

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May 30, 1997 unless the Effective Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives Proceeds from any Asset Sale, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the Net Proceeds from such Asset Sale, provided that with respect to no more than $500,000 in the aggregate of such Net Proceeds in any fiscal year of the Borrower, such Net Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock of a Person engaged in such businesses) within one year following the date of receipt of such Net Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such Net Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date) by the Borrower or any of its Subsidiaries, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock (including as a result of the exercise of any options with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower to the extent made by the Borrower or any other Subsidiary of the Borrower), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution. (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash proceeds of such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then exists, and such proceeds do not exceed $5,000,000, such proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then the Total Revolving Loan Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (f) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (g) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May 30February 15, 1997 unless the Effective Initial Borrowing Date has shall have occurred on or before prior to such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower Holdings or any of its Subsidiaries receives proceeds from any sale of assets (including capital stock and securities held thereby, but excluding (i) sales or transfers of inventory in the ordinary course of business, (ii) the sale or other disposition of obsolete equipment, (iii) the sale of overdue receivables in the ordinary course of business, (iv) the licensing of general intangibles in the ordinary course of business, (v) the first $1,000,000 in Net Sale Proceeds from any Asset Salesales of other assets after the Effective Date and (vi) the first $7,500,000 in Net Sale Proceeds from the sale-leaseback transaction permitted by Section 9.02(xiii)), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the Net Sale Proceeds from such Asset Sale, therefrom; provided that with respect up to no more than $500,000 in the an aggregate of such $5,000,000 of Net Sale Proceeds in any fiscal year of the Borrower, such Net Proceeds Fiscal Year shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower elects, as hereinafter provided, to cause such Net Sale 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 a sale of assets if (x) no Default or Event of Default then exists and (y) the Borrower delivers a certificate Reinvestment Notice to the Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock of a Person engaged in such businesses) within one year 15 days following the date of receipt of such Net Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such Net Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date) by the Borrower or any of its Subsidiaries, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) consummation of the respective incurrence sale of Indebtedness. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03assets, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock (including as a result of the exercise of any options such Reinvestment Election being effective with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower respect to the extent made by the Borrower or any other Subsidiary Net Sale Proceeds of the Borrower), the Total Revolving Loan Commitment shall be permanently reduced by an amount such sale of assets equal to 50% of the Anticipated Reinvestment Amount specified in such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contributionReinvestment Notice. (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash proceeds of such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then exists, and such proceeds do not exceed $5,000,000, such proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then the Total Revolving Loan Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (f) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (g) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May 30March 31, 1997 unless the Effective Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives Proceeds from any Asset Sale, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the Net Proceeds from such Asset Sale, provided that with respect to no more than $500,000 in the aggregate of such Net Proceeds in any fiscal year of the Borrower, such Net Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock of a Person engaged in such businesses) within one year following the date of receipt of such Net Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such Net Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of dates set forth below and in the amounts set forth opposite such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so useddates below: Date Amount ---- ------ February 28, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion.2000 $25,000,000 February 28, 2001 $50,000,000 (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than (i) Indebtedness for borrowed money permitted to be incurred pursuant to Section 8.04 9.04 as such Section is in effect on the Effective DateDate and (ii) additional Indebtedness permitted to be incurred by the Borrower or any of its SubsidiariesSubsidiaries pursuant to Section 9.04 as such Section may be modified by the Required Banks from time to time but only to the extent that the Required Banks expressly waive the applicability of this Section 3.03(c) with respect to the incurrence of such additional Indebtedness or expressly permit the proceeds thereof to be used for purposes other than for commitment reductions pursuant to this Section 3.03(c)), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees or placement discounts and commissions and other reasonable costs and expenses associated therewith) of the respective incurrence of Indebtedness. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock assets (including as a result capital stock and securities held thereby, but excluding sales of inventory in the exercise ordinary course of any options with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower to the extent made by the Borrower or any other Subsidiary of the Borrowerbusiness), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50100% of the Net Sale Proceeds therefrom, provided, however, that up to $20,000,000 of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) Net Sale Proceeds received in any fiscal year of the respective equity issuance Borrower may be retained by the Borrower or capital contributionsuch Subsidiary without any requirement to reduce the Total Revolving Loan Commitment as provided above in this Section 3.03(d). (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, within 10 days Business Days following each date on or after the Effective Date on upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash the proceeds of such Recovery Event (net of all costs, expenses reasonable costs and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then exists, and such proceeds from such Recovery Event do not exceed $5,000,00025,000,000 (or, if such proceeds exceed $25,000,000, the first $25,000,000 of such proceeds), such proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that the Borrower or such Subsidiary shall commence actions within one year of such Recovery Event to use such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid and that such replacement or restoration shall be completed within one year two years following the date of receipt of such proceeds Recovery Event (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,00025,000,000 and so long as no Default or Event of Default then exists, then the Total Revolving Loan Commitment shall be permanently reduced by only the entire amount portion of such proceeds and not just the portion in excess of $5,000,000 25,000,000 as provided above in this Section 3.03(e)) and with the portion of such proceeds up to $25,000,000 to be applied as provided in the immediately preceding proviso, (ii) if the Borrower or such Subsidiary shall not have commenced actions within the one year period following the date of such Recovery Event to use such proceeds to replace or restore any properties or assets in respect of which such proceeds were paid, the Total Revolving Loan Commitment shall be permanently reduced on the last of such one year period by the amount of such proceeds and (iii) if all or any portion of such proceeds from such Recovery Event are not so used (or contractually committed to be used) within the two year period following the date of such one year periodRecovery Event, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one two year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (f) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall be applied proportionately to permanently reduce the Revolving Loan Commitment of each Bank. (g) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (gh) Each reduction to the Total The Revolving Loan Commitment pursuant to this Section Commitments hereunder may not be terminated or reduced except as expressly provided in Sections 3.02, 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bankand/or 10.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) Subject to Section 2.06, no mandatory reduction shall terminate in its entirety on May 30, 1997 unless the Effective Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions be required pursuant to this Section 3.032.08 until the aggregate amount of Asset Sales (based on the Asset Values thereof but excluding Asset Sales resulting from loss, on damage, destruction or taking where the proceeds thereof are utilized so as to be excluded from the definition of Net Proceeds) occurring after November 30, 1992, exceeds $2,500,000. Within ten (10) Business Days after each date on or after prior to the Effective Conversion Date on which the Borrower any Consolidated Company receives any Net Proceeds as a result of or in connection with an Asset Sale by any of its Subsidiaries receives Proceeds from any Asset SaleConsolidated Company, the Total Revolving Loan Commitment Commitments shall be permanently and ratably reduced by an amount equal to one hundred percent (100% of the Net Proceeds from such Asset Sale, provided that with respect to no more than $500,000 in the aggregate %) of such Net Proceeds in any fiscal year plus interest accrued and unpaid on the amount of such prepayment. Any such reduction of the Borrower, such Net Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default or Event of Default then exists Commitments shall apply as a proportional and the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase permanent reduction of the capital stock Revolving Loan Commitments of a Person engaged in such businesses) within one year following the date of receipt of such Net Proceeds from such Asset Sale (which certificate shall set forth the estimates each of the proceeds to be so expended), and provided further, that (1) if all or any portion Lenders. If the aggregate outstanding amount of such Net Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loans exceeds the amount of the Revolving Loan Commitment shall be permanently reduced on Commitments as so reduced, Nelsxx xxxll immediately repay the last day of such period Revolving Loans by an amount equal to such remaining portion and (2) if all or any portion of such Net Proceeds are not so used within such one year period referred to excess. Nothing in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment this Section 2.08 shall be permanently reduced on the date deemed to authorize any Asset Sale not permitted by Section 8.03. Each mandatory prepayment of such termination or expiration by an amount equal to such remaining portion. (c) In addition to any other mandatory commitment reductions Revolving Loans pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date) by the Borrower or any of its Subsidiaries, the Total Revolving Loan Commitment 2.08 shall be permanently reduced by an amount equal applied first to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock (including as a result of the exercise of any options with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower Base Rate Advances to the full extent made by the Borrower or any other Subsidiary of the Borrower)thereof before application to LIBOR Advances; provided, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50% of such cash proceeds (net of all underwriting discountshowever, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution. (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03that, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash proceeds of such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then existshas occurred and is continuing, and in lieu of application of such proceeds do not exceed $5,000,000, such proceeds shall not give rise prepayment to a reduction LIBOR Advances prior to the Total Revolving Loan Commitment on expiration of the respective Interest Periods with respect thereto, Nelsxx, xx its option, may execute an Escrow Letter with respect to such date to the extent that the Borrower has delivered a certificate to prepayment and deposit with the Agent on or prior funds equal to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then prepayment for application in accordance with the Total Revolving Loan Commitment shall be reduced by the entire amount terms of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portionEscrow Letter. (f) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (g) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May November 30, 1997 1996 unless the Effective Initial Borrowing Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, the Total Revolving Loan Commitment shall be permanently reduced on the dates set forth below and by the amounts set forth opposite such dates below: Amount of Reduction Amount of Reduction if the Initial if the Initial Public Offering Public Offering Date Has Not Occurred Has Occurred -------------------------------------------------------------------------------- October 31, 1999 $ 30,000,000 $ 25,000,000 October 31, 2000 $ 30,000,000 $ 25,000,000 October 31, 2001 $115,000,000 $100,000,000 (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Initial Borrowing Date on which the Borrower Company or any of its Subsidiaries receives Net Cash Proceeds from an Asset Sale or Sales in excess of $1,000,000 individually or $1,000,000 in the aggregate in any Asset Saleconsecutive twelve month period, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the such Net Proceeds from such Asset Sale, provided Cash Proceeds; PROVIDED that with respect to no more than $500,000 5,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year consecutive twelve month period of the BorrowerCompany, such Net Cash Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default or Event of Default then exists and the Borrower Company delivers a certificate to the Agent on or prior to such date stating that such Net Cash Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock (or other equity interests) of a Person engaged in such businesses) within one year following the date of receipt of such Net Cash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended); and PROVIDED, and provided furtherFURTHER, that (1) if all or any portion of such Net Cash Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Cash Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (cd) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Initial Borrowing Date on which the Borrower Company or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date8.04) by the Borrower Company or any of its Subsidiaries, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness. (de) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Initial Borrowing Date on which the Borrower Company or any of its Subsidiaries receives any cash proceeds exceeding, in one transaction or series of related transactions, $25,000,000, from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower Company or any of its Subsidiaries (other than proceeds received from (iu) on the Effective Date in connection with the Equity FinancingTransaction, (ii) from (xv) the issuance by the Borrower Initial Public Offering (except as otherwise expressly provided herein), (w) issuances of options to purchase the Company Common Stock to management, directors directors, non-employee consultants, and employees of the Borrower Company and its Subsidiaries and Subsidiaries, (yx) issuances of the issuance by the Borrower of Company Common Stock (including as a result of the exercise of any options with regard thereto) to management, directors directors, non-employee consultants, and employees of the Borrower Company and its Subsidiaries, (y) or issuance of Company Common Stock as consideration for a Permitted Acquisition and (iiiz) from equity contributions to any Subsidiary of the Borrower to the extent Company made by the Borrower Company or any other Subsidiary of the BorrowerCompany), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50% one-half of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution; PROVIDED that upon consummation of the Initial Public Offering, (x) the Company shall repay Loans so that, after giving effect to the Initial Public Offering, the aggregate amount of Loans then outstanding shall not exceed the Target Amount and (y) the Total Revolving Loan Commitment shall be reduced (to the extent not previously reduced) to $150,000,000. (ef) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, within 10 days following each date on or after the Effective Initial Borrowing Date on which the Borrower Company or any of its Subsidiaries receives any cash proceeds from Net Award in respect of any Recovery EventCondemnation or any Net Proceeds in respect of any Destruction, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash proceeds Net Award or Net Proceeds, as applicable, but only if required to be applied to repayment of such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then exists, and such proceeds do not exceed $5,000,000, such proceeds shall not give rise to a reduction the Loans pursuant to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates terms of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then the Total Revolving Loan Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portionapplicable Mortgage. (fg) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (gh) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May 30, 1997 unless the Effective Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on the third Business Day after each date on or after the Restatement Effective Date on which the Borrower Holdings or any of its Subsidiaries receives Cash Proceeds from any Asset SaleSale (or, in the case of an Asset Sale in which payments to Holdings or any of its Subsidiaries originate from outside the United States, within five Business Days after the date of receipt of such Cash Proceeds), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% (or, if on the date of any Asset Sale (i) no Default or Event of Default then exists and (ii) the Pro Forma Leverage Ratio is less than 3.00:1.00, 75 %) of the Net Cash Proceeds from such Asset Sale, provided that with respect to no more than $500,000 50,000,000 in the aggregate of such Net Cash Proceeds in any fiscal year of the Borrower, such Net Cash Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default or Event of Default then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating intends that such Net Cash Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock of a Person engaged in such businesses) within one year following the date of receipt of such Net Cash Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended)Sale, and provided further, that (1) if all or any portion of such Net Cash Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Cash Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (cb) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Restatement Effective Date on which the Borrower Holdings or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Restatement Effective Date, except for Indebtedness incurred under Section 8.04(n) which will result in a commitment reduction under this Section 3.03(b)) by the Borrower Holdings or any of its Subsidiaries, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness. (dc) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on the third Business Day following each date on or after the Restatement Effective Date on which the Borrower or any of its Domestic Subsidiaries receives any cash proceeds from any the sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock (including as a result of the exercise of any options with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower to the extent made by the Borrower or any other Subsidiary of the Borrower), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution. (e) In addition to any other mandatory commitment reductions accounts receivable pursuant to this factoring or discounting arrangements under Section 3.03, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event8.02(w), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such the net cash proceeds of any such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default or Event of Default then exists, and such proceeds do not exceed $5,000,000, such proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then the Total Revolving Loan Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portionsale. (fd) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (ge) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.

Mandatory Reduction of Revolving Loan Commitments. (a) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on May April 30, 1997 1998 unless the Effective Date has occurred on or before such date. (b) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives Proceeds from any Asset Sale, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% (or, if on the date of any Asset Sale (i) no payment or bankruptcy Default, or Event of Default, then exists and (ii) the Pro Forma Leverage Ratio is less than 3.00:1.00, 75%) of the Net Proceeds from such Asset Sale, provided that with respect to no more than $500,000 5,000,000 in the aggregate of such Net Proceeds in any fiscal year of the Borrower, such Net Proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that no Default payment or bankruptcy Default, or Event of Default Default, then exists and the Borrower delivers a certificate to the Agent on or prior to such date stating that such Net Proceeds shall be used to purchase assets used or to be used in the businesses permitted pursuant to Section 8.01 (including, without limitation (but only to the extent permitted by Section 8.02), the purchase of the capital stock of a Person engaged in such businesses) within one year following the date of receipt of such Net Proceeds from such Asset Sale (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (1) if all or any portion of such Net Proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (2) if all or any portion of such Net Proceeds are not so used within such one year period referred to in clause (1) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (c) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any incurrence of Indebtedness (other than Indebtedness permitted to be incurred pursuant to Section 8.04 as in effect on the Effective Date) by the Borrower or any of its Subsidiaries, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of the cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective incurrence of Indebtedness. (d) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, on each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any sale or issuance of preferred or common equity of (or cash capital contributions to) the Borrower or any of its Subsidiaries (other than proceeds received (i) on the Effective Date in connection with the Equity Financing, (ii) from (x) the issuance by the Borrower of options to purchase Common Stock to management, directors and employees of the Borrower and its Subsidiaries and (y) the issuance by the Borrower of Common Stock (including as a result of the exercise of any options with regard thereto) to management, directors and employees of the Borrower and its Subsidiaries) or (iii) from equity contributions to any Subsidiary of the Borrower to the extent made by the Borrower or any other Subsidiary of the Borrower), the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 50% of such cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) of the respective equity issuance or capital contribution. (e) In addition to any other mandatory commitment reductions pursuant to this Section 3.03, within 10 days following each date on or after the Effective Date on which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event, the Total Revolving Loan Commitment shall be permanently reduced by an amount equal to 100% of such cash proceeds of such Recovery Event (net of all costs, expenses and taxes incurred in connection with such Recovery Event), provided that so long as no Default payment or bankruptcy Default, or Event of Default Default, then exists, and such proceeds do not exceed $5,000,000, such proceeds shall not give rise to a reduction to the Total Revolving Loan Commitment on such date to the extent that the Borrower has delivered a certificate to the Agent on or prior to such date stating that such proceeds shall be used to replace or restore any properties or assets in respect of which such proceeds were paid within one year following follow ing the date of receipt of such proceeds (which certificate shall set forth the estimates of the proceeds to be so expended), and provided further, that (i) if the amount of such proceeds exceeds $5,000,000, then the Total Revolving Loan Commitment shall be reduced by the entire amount of such proceeds and not just the portion in excess of $5,000,000 as provided above in this Section 3.03(e3.03(d), (ii) if all or any portion of such proceeds are not so used (or contractually committed to be used) within such one year period, the Total Revolving Loan Commitment shall be permanently reduced on the last day of such period by an amount equal to such remaining portion and (iii) if all or any portion of such proceeds are not so used within such one year period referred to in clause (ii) above because such amount is contractually committed to be used and subsequent to such date such contract is terminated or expires without such portion being so used, the Total Revolving Loan Commitment shall be permanently reduced on the date of such termination or expiration by an amount equal to such remaining portion. (fe) The Total Revolving Loan Commitment (and the Revolving Loan Commitment of each Bank) shall terminate in its entirety on the earlier of (i) the date on which a Change of Control Event occurs and (ii) the Final Maturity Date. (f) Notwithstanding anything to the contrary contained in Sections 3.03(b), (c) and (d), in no event shall the Total Revolving Loan Commitment be reduced to an amount less than $25,000,000 pursuant to or as a result of any such Section. (g) Each reduction to the Total Revolving Loan Commitment pursuant to this Section 3.03 shall apply proportionately to permanently reduce the Revolving Loan Commitment of each Bank.