Common use of Facility Increase Clause in Contracts

Facility Increase. (a) The Borrower may, at any time and from time to time, by notice to the Administrative Agent, request an increase in the Aggregate Commitment (a “Facility Increase”), which notice shall set forth the amount of such requested Facility Increase. Such Facility Increase may be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Facility Increase, the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, and (vi) the terms and conditions of any Facility Increase shall be the same as the terms and conditions applicable to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase shall be the latest Termination Date.

Facility Increase. (ai) The After the Closing Date, the Borrower may, at any time and from time to time, by notice may deliver to the Administrative Agent, Agent a Facility Increase Notice to request an increase in the Aggregate Commitment (a “Facility Increase”)) in the aggregate Revolving Credit Commitments in a principal amount not to exceed $50,000,000 in the aggregate for all such requests; provided, which notice shall set forth the amount of such requested Facility Increase. Such however, that (A) no Facility Increase may be effected (i) by having one or more New Lenders become Lenders under of the Revolving Credit Facility and/or shall be effective later than 180 Business Days prior to the Scheduled Revolving Credit Termination Date, (iiB) by having any one or more no Facility Increase shall be effective earlier than 10 Business Days after the delivery of the then-existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower and Increase Notice to the Administrative Agent in respect of such Facility Increase, (such approval by the Administrative Agent not C) no more than two (2) Facility Increases shall be made pursuant to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that this clause (ib) each and (D) no Facility Increase shall be in an amount not less than $5,000,00020,000,000. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), (ii) after giving effect solicit, provide or consent to any increase in the Commitments, and any such increase may be subject to changes in any term herein; provided, that, subject to the Facility Increaseterms of Section 3.3(d), the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness if any portion of the Facility Increase had been outstanding on is not subscribed for by the last day Lenders, the Borrower may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed) offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to provide all or a portion of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, and (vi) unsubscribed portion of the terms and conditions of any Facility Increase shall be the same as the terms and conditions applicable to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase shall be the latest Termination Date.

Facility Increase. (a) The Borrower Borrowers may, at any time and from time to time, by notice to the Administrative Agent, request an increase in the Aggregate Total Commitment by an aggregate amount of up to $75,000,000 (each such increase, a “Facility Increase”), which notice shall set forth the amount of such requested Facility Increase. Such Each Facility Increase may shall be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved made on notice given by the Borrower and the Administrative Borrowers’ Agent (such approval by to the Administrative Agent not to be unreasonably withheld or delayedlater than 1:00 p.m., (Central time), increase ten (10) Business Days prior to the amount date of their existing Commitments, provided that the proposed Facility Increase. Each such notice (a “Notice of Facility Increase”) shall be in a form reasonably satisfactory to the Administrative Agent and shall specify (i) each the date of such proposed Facility Increase (the “Facility Increase Effective Date”), (ii) the aggregate amount of such proposed Facility Increase, which shall be in an amount not less than $5,000,00010,000,000 or in an integral multiple of $5,000,000 in excess thereof (the “Facility Increase Amount”), (iiiii) the portion of such Facility Increase that shall be allocated to increase the Fixed Asset Sublimit (which shall not be greater than 33.33% of any such Facility Increase), (iv) that, at the time of and after giving effect to the such Facility Increase, the Aggregate Commitment Borrowers shall not exceed be in compliance with the Aggregate Credit financial covenant set forth in Section 6.13, and (v) that no Default or Event of Default has occurred and is continuing, or will result from such Facility LimitIncrease. The Administrative Agent shall give to each Lender prompt notice of the Administrative Agent’s receipt of a Notice of Facility Increase and shall offer such facility to such Lenders, other financial institutions or other Persons engaged in making, purchasing, holding or investing in bank loans or similar extensions of credit in the ordinary course of business as the Administrative Agent may determine in consultation with the Borrowers’ Agent (the “Offerees”). Each Offeree shall have until the second Business Day preceding the Facility Increase Effective Date to commit in writing to all or a portion of the Facility Increase. In the event that the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then the Administrative Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase on any basis the Administrative Agent determines is appropriate in consultation with the Borrowers’ Agent. On the Facility Increase Effective Date, (iiiA) no Unmatured Default or Default exists or would exist each Person committing to a portion of such Facility Increase that is not a Lender shall execute an assumption agreement satisfactory to the Administrative Agent and satisfying the requirements of Section 9.04(b)(i)(C) pursuant to which such Person agrees to be bound by the terms of this Agreement as a Lender, (B) the Total Commitment will be increased by the Facility Increase Amount, (C) the Commitment of each Lender (including any Person executing an assumption agreement under clause (A) of this sentence) will be increased in accordance with the allocations determined by the Administrative Agent, and (D) each Lender (including any Person executing an assumption agreement under clause (A) of this sentence), after giving effect to the such Facility Increase, (iv) all financial covenants shall purchase or sell the Loans and Letter of Credit Exposure held by it from or to the other Lenders, as directed by the Administrative Agent, such that, after giving effect to such purchases and sales, each Lender holds its Commitment Percentage of the outstanding Loans and Letter of Credit Exposure. In the event the commitments of the Offerees in respect of such Facility Increase are less than the Facility Increase Amount, neither the Lenders nor the Administrative Agent shall have any obligation to commit to the uncommitted portion of such Facility Increase, and the Borrowers may elect either to reduce the Facility Increase Amount accordingly or to terminate their request for a Facility Increase; provided, however, that the Administrative Agent shall use its commercially reasonable efforts to identify, and make offers to, such additional Offerees as necessary until it shall receive commitments in an aggregate amount equal to the Facility Increase Amount. Notwithstanding the foregoing, no Facility Increase shall be effected unless the conditions set forth in Section 7.27 would be 4.02 (other than clauses (a) and (f) thereof) are satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) Effective Date. This Section 2.22 shall supersede any Facility Increase shall be pursuant to this Agreement, and (vi) the terms and conditions of any Facility Increase shall be the same as the terms and conditions applicable provisions in Section 9.02 to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase shall be the latest Termination Datecontrary.

Facility Increase. (a) The Borrower mayCompany may request from time to time after the Effective Date (i) one or more increases in any then-existing tranche of Term Loans or any additional tranches of term loans (each a “Term Loan Increase” and such term loans, at the “Incremental Term Loans”), (ii) the addition of a revolving credit facility (the “Revolving Credit Facility”) and one or more increases in the commitments under such Revolving Credit Facility (each a “Revolving Credit Increase”) and (iii) the addition of a letter of credit facility (the “Letter of Credit Facility”) and one or more increases in the commitments under such Letter of Credit Facility (each a “Letter of Credit Increase”) under this Agreement; provided, however, that (A) the aggregate principal amount of all such Facility Increases shall not exceed (1) the greater of (x) $300,000,000 and (y) an amount such that the First Lien Secured Leverage Ratio as of the most recently ended period of four consecutive fiscal quarters with respect to which financial statements have been delivered pursuant to Section 10.1 prior to the incurrence of any time such Facility Increase, calculated on a pro forma basis, after giving effect to such Facility Increase and the application of any proceeds thereof (assuming for purposes of such determination the incurrence of the entire committed amount of any Revolving Credit Increase or Letter of Credit Increase and that any increase in cash resulting from such Facility Increase shall not reduce Senior Secured Debt) as if such incurrence and application of proceeds had occurred on the first day of such four consecutive fiscal quarter period, shall be no greater than 3.50:1.00 (it being understood that if pro forma effect is given to the entire committed amount of any such additional amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause) plus (2) in the event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement) (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by notice a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the Administrative Agent, request an increase in “Full Satisfaction” (as defined under the Aggregate Commitment (a “Facility Increase”), which notice shall set forth the amount Multi-Currency Credit Agreement) of such requested Facility Increase. Such obligations and commitments, $240,000,000 and (B) each such Facility Increase may be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Facility and/or (ii) by having together with any one or more of the then-existing Lenders under the Revolving Credit Facility (at their respective election in their sole discretion), in each case, that have been approved by the Borrower and the Administrative Agent (other such approval by the Administrative Agent not to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that (i) each Facility Increase being effected on the same date) shall be in an amount not less than $5,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof; provided, (ii) however, that, after giving effect to the each Facility Increase and any loans and commitments thereunder (and any Permitted Acquisition consummated in connection therewith, whether prior to or concurrently with such Facility Increase), the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date as of effectiveness of the Facility Increase had been outstanding on the last day of such determination periodthe fiscal period with respect to which financial statements have been most recently delivered pursuant to Section 10.1, (v) any Facility Increase the Company shall be pursuant in pro forma compliance with Section 11.1 and shall have delivered to this Agreement, and (vi) the terms and conditions of any Facility Increase shall be the same Administrative Agent such financial information as the terms and conditions applicable Administrative Agent shall reasonably request to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase shall be the latest Termination Datedemonstrate such pro forma compliance.