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This excerpt taken from the FL 8-K filed May 21, 2008. . Optional Termination or Reduction of Commitments. (a) The Company may, without premium or penalty, upon at least three Domestic Business Days’ notice to the Administrative Agent, (i) terminate the Commitments at any time, if no Bank has an Outstanding Committed Amount at such time or (ii) ratably reduce the Commitments from time to time, in each case by an aggregate amount of at least $5,000,000 or any larger multiple of $1,000,000; provided that immediately after such reduction:
(x) no Bank’s Outstanding Committed Amount shall exceed its Commitment as so reduced; (y) the Total Usage shall not exceed the Total Commitments; and (y) the aggregate outstanding principal amount of the Swingline Loans shall not exceed the Swingline Commitment.
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Upon any such termination or reduction of the Commitments, the Administrative Agent shall promptly notify each Bank of such termination or reduction. (b) The Company may, upon at least three Domestic Business Days’ notice to the Administrative Agent, terminate the Swingline Commitment at any time, if no Swingline Loans are outstanding at such time. (c) If the Company wishes to replace this Agreement with another credit agreement at any time, the Company may, on the date when such other credit agreement becomes effective, terminate the Commitments hereunder and prepay any and all Committed Loans and Swingline Loans then outstanding hereunder; provided that: (i) the Company notifies each Bank as to the possibility of such termination and such prepayment (if any) at least three Euro-Dollar Business Days prior thereto; (ii) the Company gives definitive notice of such termination and such prepayment (if any) to the Administrative Agent before 10:00 A.M. (New York City time) on the date of such termination; (iii) all Committed Loans, Swingline Loans and Reimbursement Obligations outstanding on the date of such termination (together with accrued interest thereon) are paid in full on such date; (iv) in connection with any prepayment of Committed Loans or Swingline Loans on such date, the Company complies with the requirements of subsections (a) and (b) of Section 2.12, Section 2.14 and subsection (d) of Section 2.17, as applicable, in all respects except the timing of definitive notice of such prepayment; and (v) no Letter of Credit issued hereunder remains outstanding after the date of such termination unless the applicable LC Agent shall have agreed to allow such Letter of Credit to remain outstanding after the Commitments (and the Banks’ participations in such Letter of Credit) terminate. Section 2.11 |
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